Common use of Injunctive Relief with Respect to Covenants Clause in Contracts

Injunctive Relief with Respect to Covenants. Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Sections 11 through 16 (inclusive) relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company may have. All disputes not relating to any request or application for injunctive relief in accordance with this Section 17 shall be resolved by arbitration in accordance with Section 21(b). Notwithstanding any other provision hereof, the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment pursuant to Sections 7 and/or 10(f) is subject to Executive’s compliance with his obligations under Sections 11 through 16, inclusive, and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached.

Injunctive Relief with Respect to Covenants. Forum, Venue and ------------------------------------------------------------- Jurisdiction. Executive acknowledges and agrees that the covenants, obligations ------------ and agreements of Executive contained in Sections 11 through 16 (inclusive) 8, 9, 10, 11, 12 and 13 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company Employer irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company Employer may have. All disputes not relating Employer and Executive hereby irrevocably submit to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America, in each case located in Boston, Massachusetts, in respect of the injunctive remedies set forth in this Section 13 and the interpretation and enforcement of Sections 8, 9, 10, 11, 12 and 13 insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Section 17 13, and the parties hereto hereby irrevocably agree that (a) the sole and exclusive appropriate venue for any suit or pro - ceeding relating solely to such injunctive relief shall be resolved by arbitration in such a court, (b) - all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (c) any such court - shall have exclusive juris diction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (d) each hereby waives any and all objections and - defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Section 21(b)13. Notwithstanding any other provision hereof, (i) Executive's - obligations under Sections 9, 10 and 11 are subject to timely payment by Employer of the Company’s amounts, if any, required to be paid to Executive pursuant to Section 7(f) (taking into account any reduction in such amounts permitted under Section 7(i)) and (ii) Employer's obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment -- pursuant to Sections 7 and/or 10(fSection 7(f) is subject to Executive’s 's compliance with his obligations under Sections 11 through 169, inclusive, 10 and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached11.

Injunctive Relief with Respect to Covenants. Executive acknowledges Manager, Vento and agrees Xxxxxxxx acknowledge and agree that the covenantscovenants and obligations with respect to noncompetition, obligations inventions, confidentiality and agreements of Executive Company property contained in Sections 11 through 16 (inclusive) this Section 6 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, covenants and obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees Manager, Vento and Xxxxxxxx agree that the Company shall be entitled to an injunction, restraining order order, or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive Manager, Vento and Xxxxxxxx from committing any violation of such covenants, the covenants and obligations or agreementscontained in this Section 6. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have. All disputes not relating to any request have at law or application for injunctive relief in accordance with this Section 17 shall be resolved by arbitration in accordance with Section 21(b)equity. Notwithstanding any other provision hereofthe foregoing, the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment pursuant to Sections 7 and/or 10(f) is subject to Executive’s compliance with his obligations under Sections 11 through 16, inclusive, and in the event that Executive fails in any respect to comply with any such obligations or this Agreement is deemed to have been terminated for Cause by the Company pursuant to Section 10(b5(b)(ii)(A) by reason of the indictment or conviction of Vento, Xxxxxxxx or the Manager of any felony or any act constituting fraud, misappropriation or embezzlement due to the wrongful acts of either Vento or Xxxxxxxx, that materially adversely effects the Company or the Business monetarily or otherwise (as determined by a majority vote of the Board of Directors (excluding Vento and Xxxxxxxx), Xxxxxxxx or Xxxxx, as applicable, shall sell to the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease , and Executive shall be required to immediately repay to the Company shall purchase from Vento or Xxxxxxxx, as applicable, all amounts theretofore paid of the Shares (whether or not vested) at a price per share equal to Executive pursuant to Section 10(f). In addition$.0l per Share, if not repaid, it being understood that in the event that the Company shall have terminated this Agreement by reason of any such event, and either Vento or Xxxxxxxx shall not have been indicted for or been convicted of any felony or act constituting fraud, misappropriation or embezzlement that materially adversely effects the right Company or the Business monetarily or otherwise (as determined by a majority vote of the Board of Directors (excluding Vento and Xxxxxxxx), such individual shall not be obligated to set off, in accordance with (and sell his vested Shares to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breachedCompany.

Injunctive Relief with Respect to Covenants. Forum, Venue and ------------------------------------------------------------- Jurisdiction. Executive acknowledges and agrees that the covenants, obligations ------------ and agreements of Executive contained in Sections 11 through 16 (inclusive) 8, 9, 10, 11, 12 and 13 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company Employer irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company Employer may have. All disputes not relating Parent, Employer and Executive each hereby irrevocably submits to the exclusive jurisdiction of the courts of California and the Federal courts of the United States of America, in each case located in Los Angeles, California, in respect of the injunctive remedies set forth in this Section 13 and the interpretation and enforcement of Sections 8, 9, 10, 11, 12 and 13 insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Section 17 13, and the parties hereto hereby irrevocably agree that (a) the sole and exclusive - appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be resolved by arbitration in such a court, (b) all claims with respect to any request or - application for such injunc tive relief shall be heard and determined exclusively in such a court, (c) any such court shall have exclusive - jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (d) each hereby waives any and all objections and defenses based on forum, venue - or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with Section 21(b). Notwithstanding any other provision hereof, the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment pursuant to Sections 7 and/or 10(f) is subject to Executive’s compliance with his obligations under Sections 11 through 16, inclusive, and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision provisions of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached13.

Injunctive Relief with Respect to Covenants. Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Sections 11 through 16 (inclusive) relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company may have. All disputes not relating to any request or application for injunctive relief in accordance with this Section 17 shall be resolved by arbitration in accordance with Section 21(b). Notwithstanding any other provision hereof, the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment pursuant to Sections 7 and/or 10(f) is subject to Executive’s compliance with his obligations under Sections 11 through 16, inclusive, and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached.

Injunctive Relief with Respect to Covenants. Forum, Venue and ------------------------------------------------------------- Jurisdiction. Executive acknowledges and agrees that the covenants, obligations ------------ and agreements of Executive contained in Sections 11 through 16 (inclusive) 8, 9, 10, 11, 12 and 13 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company Employer irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company Employer may have. All disputes not relating Employer and Executive hereby irrevocably submit to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America, in each case located in Boston, Massachusetts, in respect of the injunctive remedies set forth in this Section 13 and the interpretation and enforcement of Sections 8, 9, 10, 11, 12 and 13 insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Section 17 13, and the parties hereto hereby irrevocably agree that (a) the sole and exclusive appropriate venue for any suit or pro - ceeding relating solely to such injunctive relief shall be resolved by arbitration in such a court, (b) - all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (c) any such court - shall have exclusive juris diction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (d) each hereby waives any and all objections and - defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with Section 21(b)the provisions of this Sec tion 13. Notwithstanding any other provision hereof, (i) Executive's - obligations under Sections 9, 10 and 11 are subject to timely payment by Employer of the Company’s amounts, if any, required to be paid to Executive pursuant to Section 7(f) (taking into account any reduction in such amounts permitted under Section 7(i)) and (ii) Employer's obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment -- pursuant to Sections 7 and/or 10(fSection 7(f) is subject to Executive’s 's compliance with his obligations under Sections 11 through 169, inclusive, 10 and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached11.

Injunctive Relief with Respect to Covenants. Forum, Venue and ------------------------------------------------------------- Jurisdiction. Executive acknowledges and agrees that the covenants, obligations ------------ and agreements of Executive contained in Sections 11 through 16 (inclusive) 8, 9, 10, 11, 12 and 13 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company Employer irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company Employer may have. All disputes not relating Employer and Executive hereby irrevocably submit to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America, in each case located in Boston, Massachusetts, in respect of the injunctive remedies set forth in this Section 13 and the interpretation and enforcement of Sections 8, 9, 10, 11, 12 and 13 insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Section 17 13, and the parties hereto hereby irrevocably agree that (a) the sole and exclusive appropriate venue for any suit - or proceeding relating solely to such injunctive relief shall be resolved by arbitration in such a court, (b) all claims with respect to any request or application for such - injunctive relief shall be heard and determined exclusively in such a court, (c) - any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (d) each hereby waives any and all - objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Section 21(b)13. Notwithstanding any other provision hereof, (i) Executive's - obligations under Sections 9, 10 and 11 are subject to timely payment by Employer of the Company’s amounts, if any, required to be paid to Executive pursuant to Section 7(f) (taking into account any reduction in such amounts permitted under Section 7(i)) and (ii) Employer's obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment -- pursuant to Sections 7 and/or 10(fSection 7(f) is subject to Executive’s 's compliance with his obligations under Sections 11 through 169, inclusive, 10 and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached11.

Injunctive Relief with Respect to Covenants. Executive The Officer acknowledges and agrees that the covenantshis covenants and obligations with respect to non-competition, obligations non-solicitation, confidentiality and agreements of Executive contained in Sections 11 through 16 (inclusive) Company property relate to special, unique and extraordinary matters matters, including his own skills, and that a violation of any of the terms of such covenants, covenants and obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive in the event of a breach or threatened breach, the Officer agrees that the Company shall be entitled to an injunction, restraining order order, or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive restraining the Officer from committing any violation of such covenants, the covenants and obligations or agreementscontained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may havehave at law or in equity. All disputes not relating to any request or application for injunctive relief in accordance with this Section 17 shall be resolved by arbitration in accordance with Section 21(b). Notwithstanding any other provision hereof, the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment The Officer agrees that restraints imposed upon him pursuant to Sections 7 and/or 10(f) this section are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates and that each and every one of the restraints is reasonable in respect to subject to Executive’s compliance with his obligations under Sections 11 through 16matter, inclusivelength of time and geographic area. The parties further agree that, and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease and Executive be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be required deemed to immediately be modified to permit its enforcement to the maximum extent permitted by law. The Officer agrees and convenants that he will not assert any claim of any type (whether by complaint, counterclaim, cross-claim or otherwise) in any forum or before any tribunal pursuant in which he seeks to have declared unenforceable, in whole or in part, any of the restraints imposed upon him by this section or to limit their enforceability in any way. The Officer further agrees that, should he file any such claim: (a) he will reimburse the Company for its reasonable costs and attorneys fees should the Company succeed in enforcing any such restraint in whole or in part; and (b) he will repay to the Company all amounts theretofore any severance paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable him under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breachedthis Agreement.

Injunctive Relief with Respect to Covenants. Forum, Venue and ------------------------------------------------------------- Jurisdiction. Executive acknowledges and agrees that the covenants, obligations ------------ and agreements of Executive contained in Sections 11 through 16 (inclusive) 8, 9, 10, 11, 12 and 13 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company Employer irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company Employer may have. All disputes not relating Employer and Executive hereby irrevocably submit to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America, in each case located in Boston, Massachusetts, in respect of the injunctive remedies set forth in this Section 13 and the interpretation and enforcement of Sections 8, 9, 10, 11, 12 and 13 insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Section 17 13, and the parties hereto hereby irrevocably agree that (a) the sole and exclusive appropriate venue for any suit or - proceeding relating solely to such injunctive relief shall be resolved by arbitration in such a court, (b) all claims with respect to any request or application for such injunctive - relief shall be heard and determined exclusively in such a court, (c) any such - court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (d) each hereby waives any and all objections and - defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Section 21(b)13. Notwithstanding any other provision hereof, (i) Executive's obligations - under Sections 9, 10 and 11 are subject to timely payment by Employer of the Company’s amounts, if any, required to be paid to Executive pursuant to Section 7(f) (taking into account any reduction in such amounts permitted under Section 7(i)) and (ii) Employer's obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment pursuant to Sections 7 and/or 10(fSection -- 7(f) is subject to Executive’s 's compliance with his obligations under Sections 11 through 169, inclusive, 10 and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached11.

Injunctive Relief with Respect to Covenants. Executive acknowledges Manager, Vento and agrees ------------------------------------------- Xxxxxxxx acknowledge and agree that the covenantscovenants and obligations with respect to noncompetition, obligations inventions, confidentiality and agreements of Executive Company property contained in Sections 11 through 16 (inclusive) this Section 6 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, covenants and obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees Manager, Vento and Xxxxxxxx agree that the Company shall be entitled to an injunction, restraining order order, or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive Manager, Vento and Xxxxxxxx from committing any violation of such covenants, the covenants and obligations or agreementscontained in this Section 6. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have. All disputes not relating to any request have at law or application for injunctive relief in accordance with this Section 17 shall be resolved by arbitration in accordance with Section 21(b)equity. Notwithstanding any other provision hereofthe foregoing, the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment pursuant to Sections 7 and/or 10(f) is subject to Executive’s compliance with his obligations under Sections 11 through 16, inclusive, and in the event that Executive fails in any respect to comply with any such obligations or this Agreement is deemed to have been terminated for Cause by the Company pursuant to Section 10(b5(b)(ii)(A) by reason of the indictment or conviction of Vento, Xxxxxxxx or the Manager of any felony or any act constituting fraud, misappropriation or embezzlement due to the wrongful acts of either Vento or Xxxxxxxx, that materially adversely effects the Company or the Business monetarily or otherwise (as determined by a majority vote of the Board of Directors (excluding Vento and Xxxxxxxx), Xxxxxxxx or Xxxxx, as applicable, shall sell to the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease , and Executive shall be required to immediately repay to the Company shall purchase from Vento or Xxxxxxxx, as applicable, all amounts theretofore paid of the Shares (whether or not vested) at a price per share equal to Executive pursuant to Section 10(f). In addition$.0l per Share, if not repaid, it being understood that in the event that the Company shall have terminated this Agreement by reason of any such event, and either Vento or Xxxxxxxx shall not have been indicted for or been convicted of any felony or act constituting fraud, misappropriation or embezzlement that materially adversely effects the right Company or the Business monetarily or otherwise (as determined by a majority vote of the Board of Directors (excluding Vento and Xxxxxxxx), such individual shall not be obligated to set off, in accordance with (and sell his vested Shares to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breachedCompany.

Injunctive Relief with Respect to Covenants. Executive acknowledges Manager, Vento and agrees ------------------------------------------- Xxxxxxxx acknowledge and agree that the covenantscovenants and obligations with respect to noncompetition, obligations inventions, confidentiality and agreements of Executive Company property contained in Sections 11 through 16 (inclusive) this Section 6 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, covenants and obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees Manager, Vento and Xxxxxxxx agree that the Company shall be entitled to an injunction, restraining order order, or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive Manager, Vento and Xxxxxxxx from committing any violation of such covenants, the covenants and obligations or agreementscontained in this Section 6. These injunctive remedies are cumulative and are in addition to any other rights fights and remedies the Company may have. All disputes not relating to any request have at law or application for injunctive relief in accordance with this Section 17 shall be resolved by arbitration in accordance with Section 21(b)equity. Notwithstanding any other provision hereofthe foregoing, the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment pursuant to Sections 7 and/or 10(f) is subject to Executive’s compliance with his obligations under Sections 11 through 16, inclusive, and in the event that Executive fails in any respect to comply with any such obligations or this Agreement is deemed to have been terminated for Cause by the Company pursuant to Section 10(b5(b)(ii)(A) by reason of the indictment or conviction of Vento, Xxxxxxxx or the Manager of any felony or any act constituting fraud, misappropriation or embezzlement due to the wrongful acts of either Vento or Xxxxxxxx, that materially adversely effects the Company or the Business monetarily or otherwise (as determined by a majority vote of the Board of Directors (excluding Vento and Xxxxxxxx), Xxxxxxxx or Xxxxx, as applicable, shall sell to the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease , and Executive shall be required to immediately repay to the Company shall purchase from Vento or Xxxxxxxx, as applicable, all amounts theretofore paid of the Shares (whether or not vested) at a price per share equal to Executive pursuant to Section 10(f). In addition$.01 per Share, if not repaid, it being understood that in the event that the Company shall have terminated this Agreement by reason of any such event, and either Vento or Xxxxxxxx shall not have been indicted for or been convicted of any felony or act constituting fraud, misappropriation or embezzlement that materially adversely effects the right Company or the Business monetarily or otherwise (as determined by a majority vote of the Board of Directors (excluding Vento and Xxxxxxxx), such individual shall not be obligated to set off, in accordance with (and sell his vested Shares to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breachedCompany.

Injunctive Relief with Respect to Covenants. Executive ------------------------------------------- acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Sections 11 through 16 (inclusive) with respect to noncompetition, nonsolicitation, confidentiality and Employer property relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company Employer irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such the covenants, obligations or agreementsagreements referred to in this Section 13. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company Employer may have. If Employer does not substantially prevail in obtaining the injunctive relief it seeks, Employer shall reimburse the Executive for any legal expenses incurred by him in defending against the imposition of such injunctive relief. Employer, Holding and Executive hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, in each case located in New York City, in respect of the injunctive remedies set forth in this Section 13 and the interpretation and enforcement of Sections 8, 9, 10, 11, 12 and 13 insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Section 13, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or - proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive -- relief shall be heard and determined exclusively in such a court, (iii) any such --- court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief and (iv) each hereby waives any and all objections and -- defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Section 13. All disputes not relating to any request or application for injunctive relief in accordance with this Section 17 13 shall be resolved by arbitration in accordance with as contemplated by Section 21(b17(b). Notwithstanding any other provision hereof, the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment pursuant to Sections 7 and/or 10(f) is subject to Executive’s compliance with his obligations under Sections 11 through 16, inclusive, and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached.

Injunctive Relief with Respect to Covenants. Executive Employee acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Sections 11 through 16 (inclusive) the Employee with respect to noncompetition, nonsolicitation, confidentiality and Employer property relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company Employer irreparable injury for which adequate remedies are not available at law. Therefore, Executive the Employee agrees that the Company Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive the Employee from committing any violation of such the covenants, obligations or agreementsagreements referred to in this Section 13. These injunctive in junctive remedies are cumulative and in addition to any other rights and remedies the Company Employer may have. If Employer does not prevail in obtaining the injunctive relief it seeks, Employer shall reimburse the Employee for any legal expenses incurred by him in defending against the imposition of such injunctive relief. Employer and the Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of the States of New York and Delaware and the Federal courts of the United States of America, located in the State, City and County of New York or in the District of Delaware, as applicable, in respect of the injunctive remedies set forth in this Section 13 and the interpretation and enforcement of Sections 8, 9, 10, 11, 12 and 13 insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Section 13, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Section 13. All disputes not relating to any request or application for injunctive relief in accordance with this Section 17 shall be resolved by arbitration in accordance with Section 21(b). Notwithstanding any other provision hereof, the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment pursuant to Sections 7 and/or 10(f) is subject to Executive’s compliance with his obligations under Sections 11 through 16, inclusive, and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached.relief

Injunctive Relief with Respect to Covenants. Forum, Venue and ------------------------------------------------------------- Jurisdiction. Executive acknowledges and agrees that the covenants, obligations ------------ and agreements of Executive contained in Sections 11 through 16 (inclusive) 8, 9, 10, 11, 12 and 13 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company Employer irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company Employer may have. All disputes not relating Employer and Executive hereby irrevocably submit to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America, in each case located in Boston, Massachusetts, in respect of the injunctive remedies set forth in this Section 13 and the interpretation and enforcement of Sections 8, 9, 10, 11, 12 and 13 insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Section 17 13, and the parties hereto hereby irrevocably agree that (a) the sole - and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be resolved by arbitration in such a court, (b) all claims with respect to - any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (c) any such court shall have exclusive - jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (d) each hereby waives any and all objections and defenses based on forum, venue - or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Section 21(b)13. Notwithstanding any other provision hereof, (i) Executive's - obligations under Sections 9, 10 and 11 are subject to timely payment by Employer of the Company’s amounts, if any, required to be paid to Executive pursuant to Section 7(f) (taking into account any reduction in such amounts permitted under Section 7(i)) and (ii) Employer's obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment -- pursuant to Sections 7 and/or 10(fSection 7(f) is subject to Executive’s 's compliance with his obligations under Sections 11 through 169, inclusive, 10 and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached11.

Injunctive Relief with Respect to Covenants. Forum, Venue and ------------------------------------------------------------- Jurisdiction. Executive acknowledges and agrees that the covenants, obligations ------------ and agreements of Executive contained in Sections 11 through 16 (inclusive) this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company Employer irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company Employer may have. All disputes not relating Employer and Executive hereby irrevocably submit to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America, in each case located in Boston, Massachusetts, in respect of the injunctive remedies set forth in this Section 6 and the interpretation and enforcement of this Agreement insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Section 17 6, and the parties hereto hereby irrevocably agree that (a) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be resolved by arbitration in such a court, (b) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (c) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (d) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with Section 21(b). Notwithstanding any other provision hereof, the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right following a termination of Executive’s employment pursuant to Sections 7 and/or 10(f) is subject to Executive’s compliance with his obligations under Sections 11 through 16, inclusive, and in the event that Executive fails in any respect to comply with any such obligations or is deemed to have been terminated for Cause pursuant to Section 10(b), the Company’s obligations to make any additional payments or provide any additional benefits or other rights or entitlements to Executive pursuant to any provision provisions of this Agreement shall immediately cease and Executive shall be required to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 10(f). In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached6.