Common use of Representations and Remedies Clause in Contracts

Representations and Remedies. Each of the Parties acknowledges that: (i) Equityholder is deriving substantial economic benefit from the sale or disposition of Equityholder’s Shares in connection with the Share Sale; (ii) the covenants and the restrictions contained in this Agreement are necessary, fundamental and required for the protection of Buyer’s interest in the Company; (iii) such covenants relate to matters which are of a special, unique and extraordinary character that gives each of such covenants a special, unique and extraordinary value; (iv) Equityholder is entering into this Agreement solely in connection with the sale or disposition of Equityholder’s Shares and not in connection with any contemplated employment with Buyer or its Affiliates; and (v) a breach of any of such covenants or any other provision of this Agreement will result in irreparable harm and damage to Buyer that cannot be adequately compensated by a monetary award. Accordingly, it is expressly agreed that, in addition to all other remedies available at law or in equity (including, without limitation, money damages from Equityholder), Buyer shall be entitled to seek the remedy of a temporary restraining order, preliminary injunction or such other form of injunctive or equitable relief as may be used by any court of competent jurisdiction to restrain or enjoin Equityholder from breaching any such covenant or provision or to specifically enforce the provisions hereof.

Representations and Remedies. Each of the Parties acknowledges parties acknowledge that: (i) Equityholder Shareholder is deriving substantial economic benefit from his sale of all of his equity in the sale or disposition of Equityholder’s Shares Company to the Buyer in connection with the Share SaleTransaction; (ii) the covenants and the restrictions contained in this Agreement are necessary, fundamental and required for the protection of Buyer’s interest in the Company; (iii) such covenants relate to matters which are of a special, unique and extraordinary character that gives each of such covenants a special, unique and extraordinary value; (iv) Equityholder Shareholder is entering into this Agreement solely in connection with the sale or disposition of Equityholder’s Shares all of his equity interest in the Company and not in connection with any his contemplated employment with Buyer or its AffiliatesSurviving Company; and (v) a breach of any of such covenants or any other provision of this Agreement will result in irreparable harm and damage to Buyer that cannot be adequately compensated by a monetary award. Accordingly, it is expressly agreed that, that in addition to all other remedies available at law or in equity (including, without limitation, money damages from EquityholderShareholder), Buyer shall be entitled to seek the remedy of a temporary restraining order, preliminary injunction or such other form of injunctive or equitable relief as may be used by any court of competent jurisdiction to restrain or enjoin Equityholder any of the parties hereto from breaching any such covenant or provision or to specifically enforce the provisions hereof.