Common use of Special Remedies and Enforcement Clause in Contracts

Special Remedies and Enforcement. Seller recognizes and agrees that a breach by Seller of any of the covenants set forth in this Section 7.1 could cause irreparable harm to Buyer, that Buyer's remedies at law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach a restraining order or injunction or both may be issued against Seller, in addition to any other rights and remedies which are available to Buyer. If this Section 7.1 is more restrictive than permitted by the Laws of any jurisdiction in which Buyer seeks enforcement hereof, this Section 7.1 shall be limited to the extent required to permit enforcement under such Laws. In particular, the parties intend that the covenants contained in the preceding portions of this Section 7.1 shall be construed as a series of separate covenants, one for each county and city or other location in which Seller conducts business as of the Closing Date. Except for geographic coverage, each such separate covenant shall be deemed identical in terms. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraph, then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Align Rite International Inc), Asset Purchase Agreement (Intersil Corp)

AutoNDA by SimpleDocs

Special Remedies and Enforcement. Purchaser and Seller recognizes recognize and agrees -------------------------------- agree that a breach by Seller any party of any of the covenants set forth in this Section 7.1 Agreement could cause irreparable harm to Buyer, each of the others that Buyer's remedies at law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach a restraining order or injunction or both may be issued against Sellerthe offending party, in addition to any other rights and remedies which are available to Buyereach of the parties. If this Section 7.1 any non-compete provision is more restrictive than permitted by the Laws laws of any jurisdiction in which Buyer seeks enforcement is sought hereof, this Section 7.1 such subparagraphs shall be limited to the extent required to permit enforcement under such Lawslaws. In particular, the parties intend that the covenants contained in the preceding portions of this Section 7.1 such subparagraphs shall be construed as a series of separate covenants, one for each county and city or other location in which Seller conducts business as of the Closing Date. Except for geographic coverage, each such separate covenant shall be deemed identical in terms. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraphsuch subparagraphs, then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Renaissance Golf Products Inc), Asset Purchase Agreement (Renaissance Golf Products Inc)

Special Remedies and Enforcement. Seller recognizes and agrees that a breach by Seller of any of the covenants set forth in this Section 7.1 6.12 could cause irreparable harm to Buyer, that Buyer's remedies at law Law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach a restraining order or injunction or both may be issued against Seller, in addition to any other rights and remedies which are available to Buyer. If this Section 7.1 6.12 is more restrictive than permitted by the Laws of any jurisdiction in which Buyer seeks enforcement hereof, this Section 7.1 shall 6.12 will be limited to the extent required to permit enforcement under such Laws. In particular, the parties intend that the covenants contained in the preceding portions of this Section 7.1 6.12 shall be construed as a series of separate covenants, one for each county and city or other location in which Seller conducts business as of the Closing Datespecified. Except for geographic coverage, each such separate covenant shall will be deemed identical in terms. If, in any judicial proceeding, a court shall refuse refuses to enforce any of the separate covenants deemed included in this paragraphSection 6.12, then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Medix Resources Inc), Asset Purchase Agreement (Ramp Corp)

Special Remedies and Enforcement. Seller Each of Omni and the Shareholder recognizes and agrees that a breach by Seller it of any of the covenants set forth in this Section 7.1 6.1 could cause irreparable harm to Buyer, that Buyer's remedies at law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach a restraining order or injunction or both may be issued against Sellerbreaching Omni and/or the Shareholder, in addition to any other rights and remedies which are available to Buyer. If this Section 7.1 6.1 is more restrictive than permitted by the Laws of any the jurisdiction in which Buyer seeks enforcement hereof, this Section 7.1 6.1 shall be limited to the extent required to permit enforcement under such Laws. In particularWithout limiting the generality of the foregoing, the parties Parties intend that the covenants contained in the preceding portions of this Section 7.1 6.1 shall be construed as a series of separate covenants, one for each county county, state and city or other location in which Seller conducts business as of the Closing Datespecified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraphSection 6.1, then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.

Appears in 1 contract

Samples: Stock Purchase Agreement (Seracare Inc)

Special Remedies and Enforcement. Seller recognizes The Sellers recognize and agrees agree that a breach by any Seller of any of the covenants set forth in this Section 7.1 could cause irreparable harm to Buyerthe Buyers, that Buyer's the Buyers' remedies at law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach a restraining order or injunction or both may be issued against any Seller, in addition to any other rights and remedies which that are available to Buyerthe Buyers. If this Section 7.1 is more restrictive than permitted by the Laws of any jurisdiction in which Buyer seeks the Buyers seek enforcement hereof, this Section 7.1 shall be limited to the extent required to permit enforcement under such Laws. In particular, the parties intend that the covenants contained in the preceding portions of this Section 7.1 shall be construed as a series of separate covenants, one for each county and city or other location in which Seller conducts business as of the Closing Datespecified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraph, then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. The provisions of Section 7.1(d) restricting the Buyers' conduct shall be similarly enforceable by the Sellers, it being acknowledged that breach of such covenant by any Buyer could cause irreparable harm to the Sellers and that Sellers' remedies at law in the event of such breach would be inadequate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cascade Corp)

Special Remedies and Enforcement. The Seller recognizes and agrees that a breach by the Seller or any Controlled Entity of any of the covenants set forth in this Section 7.1 5.1 could cause irreparable harm to the Buyer, that the Buyer's remedies at law Law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach breach, a restraining order or injunction or both may be issued pursuant to and subject to appropriate legal proceedings against the Seller, in addition to any other rights and remedies which are available to Buyerthe Buyer (subject to the limitations in this Agreement). If this Section 7.1 5.1 is more restrictive than permitted by the Laws of any the jurisdiction in which the Buyer seeks enforcement hereof, this Section 7.1 5.1 shall be limited to the extent required to permit enforcement under such Laws. In particularWithout limiting the generality of the foregoing, the parties Parties intend that the covenants contained in the preceding portions of this Section 7.1 5.1 shall be construed as a series of separate covenants, one for each county and city or other location in which Seller conducts business as of the Closing DateCovered Counties. Except for geographic coverage, each such separate covenant shall be deemed identical in terms. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraphSection 5.1, then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.. 5.2

Appears in 1 contract

Samples: Asset Purchase Agreement (Hovnanian Enterprises Inc)

Special Remedies and Enforcement. Seller recognizes and agrees that a breach by Seller of any of the covenants set forth in this Section 7.1 SECTION 6.1 could cause irreparable harm to Buyer, that Buyer's remedies at law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach a restraining order or injunction or both may be issued against Seller, in addition to any other rights and remedies which that are available to Buyer. If this Section 7.1 SECTION 6.1 is more restrictive than permitted by the Laws of any jurisdiction in which Buyer seeks enforcement hereof, this Section 7.1 SECTION 6.1 shall be limited to the extent required to permit enforcement under such Laws. In particular, the parties intend that the covenants contained in the preceding portions of this Section 7.1 SECTION 6.1 shall be construed as a series of separate covenants, one for each county and city or other location in which Seller conducts business as of the Closing Date. Except for geographic coverage, each such separate covenant shall be deemed identical in terms. covenants If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraph, then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.

Appears in 1 contract

Samples: Asset Purchase Agreement (Iexalt Inc)

AutoNDA by SimpleDocs

Special Remedies and Enforcement. Seller recognizes and -------------------------------- agrees that a breach by Seller of any of the covenants set forth in this Section 7.1 6.5(a) could cause irreparable harm to Buyer, that Buyer's remedies at law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach a restraining order or injunction or both may be issued against Seller, in addition to any other rights and remedies which are available to Buyer. If this the provisions of Section 7.1 is 6.5(a) are more restrictive than permitted by the Laws laws of any jurisdiction in which Buyer seeks enforcement hereof, this then Section 7.1 6.5(a) shall be limited to the extent required to permit enforcement under such Lawslaws. In particular, the parties intend that the covenants contained in the preceding portions of this Section 7.1 6.5(a) shall be construed as a series of separate covenants, one for each county and city or other location specified in which Seller conducts business as each state of the Closing DateUnited States. Except for geographic coverage, each such separate covenant shall be deemed identical in terms. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraph, then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hearme)

Special Remedies and Enforcement. Seller recognizes and agrees that a breach by Seller of any of the covenants set forth in this Section 7.1 6.6 could cause irreparable harm to Buyer, that Buyer's remedies at law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach a restraining order or injunction or both may be issued against Seller, in addition to any other rights and remedies which are available to Buyer. If this Section 7.1 6.6 is more restrictive than permitted by the Laws of any jurisdiction in which Buyer seeks enforcement hereof, this Section 7.1 6.6 shall be limited to the extent required to permit enforcement under such Laws. In particular, the parties intend that the covenants contained in the preceding portions of this Section 7.1 6.6 shall be construed as a series of separate covenants, one for each county and city or other location in which Seller conducts business as of the Closing Datespecified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraph, then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nn Inc)

Special Remedies and Enforcement. Seller recognizes and agrees that a breach by Seller of any of the covenants set forth in this Section 7.1 could cause irreparable harm to Buyer, that Buyer's remedies at law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach a restraining order or injunction or both may be issued against Seller, in addition to any other rights and remedies which are available to Buyer. If this Section 7.1 is more restrictive than permitted by the Laws of any jurisdiction in which Buyer seeks enforcement hereof, this Section 7.1 shall be limited to the extent required to permit enforcement under such Laws. In particular, the parties intend that the covenants contained in the preceding portions of this Section 7.1 shall be construed as a series of separate covenants, one for each county and city or other location in which Seller conducts business as of the Closing Datespecified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraph, then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.

Appears in 1 contract

Samples: Asset Purchase Agreement (Image Entertainment Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.