Common use of Specific Performance; Severability Clause in Contracts

Specific Performance; Severability. It is specifically ---------------------------------- understood and agreed by the parties hereto that the breach by the Executive of any provision of this Agreement will result in irreparable injury to the Company and its Affiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy they may have, the Company and each of its Affiliates shall be entitled to enforce the specific performance of this Agreement by the Executive through both temporary and permanent injunctive relief without the necessity of proving actual damages. If the Company is required to post a bond in connection with obtaining any temporary or permanent injunctive relief, the parties hereto agree that such bond shall be limited in amount to $10,000 and that such amount is reasonable and adequate for such bond. In the event that any covenant or provision contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, such covenant or provision shall not be construed to be null, void and of no effect, but rather shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The existence of any claim or cause of action which the Executive may have against the Company or any of its Affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate court action by the Executive.

Specific Performance; Severability. It is specifically ---------------------------------- understood and ---------------------------------- agreed by the parties hereto that the breach by the Executive ▇▇. ▇▇▇▇▇▇ of any provision of this Agreement will result in irreparable injury to the Company and its Affiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy they may have, the Company and each of its Affiliates shall be entitled to enforce the specific performance of this Agreement by the Executive ▇▇. ▇▇▇▇▇▇ through both temporary and permanent injunctive relief without the necessity of proving actual damages. If the Company is required to post a bond in connection with obtaining any temporary or permanent injunctive relief, the parties hereto agree that such bond shall be limited in amount to $10,000 and that such amount is reasonable and adequate for such bond. In the event that any covenant or provision contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, such covenant or provision shall not be construed to be null, void and of no effect, but rather shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The existence of any claim or cause of action which the Executive ▇▇. ▇▇▇▇▇▇ may have against the Company or any of its Affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate court action by the Executive▇▇. ▇▇▇▇▇▇.

Specific Performance; Severability. It is specifically ---------------------------------- understood and ---------------------------------- agreed by the parties hereto that the breach by the Executive ▇▇. ▇▇▇▇▇▇▇ of any provision of this Agreement will result in irreparable injury to the Company and its Affiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy they may have, the Company and each of its Affiliates shall be entitled to enforce the specific performance of this Agreement by the Executive ▇▇. ▇▇▇▇▇▇▇ through both temporary and permanent injunctive relief without the necessity of proving actual damages. If the Company is required to post a bond in connection with obtaining any temporary or permanent injunctive relief, the parties hereto agree that such bond shall be limited in amount to $10,000 and that such amount is reasonable and adequate for such bond. In the event that any covenant or provision contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, such covenant or provision shall not be construed to be null, void and of no effect, but rather shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The existence of any claim or cause of action which the Executive ▇▇. ▇▇▇▇▇▇▇ may have against the Company or any of its Affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate court action by the Executive▇▇. ▇▇▇▇▇▇▇.

Specific Performance; Severability. It is specifically ---------------------------------- understood and agreed by the parties hereto that the breach by the Executive of any provision of this Agreement will result in irreparable injury to the Company and its Affiliatesaffiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy they may have, the Company and each of its Affiliates shall be entitled to enforce the specific performance of this Agreement by the Executive through both temporary and permanent injunctive relief without the necessity of proving actual damages. If the Company is required to post a bond in connection with obtaining any temporary or permanent injunctive relief, the parties hereto agree that such bond shall be limited in amount to $10,000 and that such amount is reasonable and adequate for such bond. In the event that any covenant or provision contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, such covenant or provision shall not be construed to be null, void and of no effect, but rather shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The existence of any claim or cause of action which the Executive may have against the Company or any of its Affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate court action by the Executive.

Specific Performance; Severability. It is specifically ---------------------------------- understood and ---------------------------------- agreed that any breach of the provisions of Section 7 hereof by the parties hereto that the breach by the Executive of any provision of this Agreement will Employee is likely to result in irreparable injury to the Company and and/or its Affiliatesaffiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy they it may have, the Company and each of its Affiliates shall be entitled to enforce the specific performance of this Agreement by the Executive through Employee and to seek both temporary and permanent injunctive relief (to the extent permitted by law), without the necessity of posting a bond or proving actual damages, but without limitation of their right to damages and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies. If In case any of the Company is required provisions contained in this Agreement shall for any reason be held to post a bond be invalid, illegal or unenforceable in connection with obtaining any temporary respect, any such invalidity, illegality or permanent injunctive reliefunenforceability shall not affect any other provision of this Agreement, the parties hereto agree that such bond but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had been limited in amount or modified (consistent with its general intent) to $10,000 the extent necessary to make it valid, legal and that such amount is reasonable and adequate for such bondenforceable. In the event that any covenant or provision contained in Section 7(d) of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long great a period of time or over too large great a geographical area or by reason of its being too extensive in any other respect, such covenant or provision shall not be construed to be null, void and of no effect, but rather it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, enforceable and/or over the maximum geographical area as to which it may be enforceable, enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. If it shall not be possible to so limit or modify any invalid, illegal or unenforceable provision or part of a provision of this Agreement, this Agreement shall be construed as if such invalid, illegal or unenforceable provision or part of a provision had never been contained in this Agreement. The existence of any claim or cause of action which the Executive Employee may have against the Company or any of its Affiliates subsidiaries or affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate court action by the ExecutiveAgreement.

Specific Performance; Severability. It is specifically ---------------------------------- understood and agreed by that any breach of the parties hereto that the breach by the Executive of any provision provisions of this Agreement by Founder will result in irreparable injury to Buyer, the Company and its Affiliatestheir respective affiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy they it may have, the Company and each of its Affiliates Buyer shall be entitled to enforce the specific performance of this Agreement by the Executive Founder through both temporary and permanent injunctive relief without the necessity of proving actual damages. If the Company is required to post a bond in connection with obtaining any temporary or permanent injunctive relief, the The parties hereto agree that such bond the liability of Founder for breaches of the provisions of this Agreement shall not be limited in amount to $10,000 and that such amount is reasonable and adequate for such bondany portion of the purchase price under Section 2.2 of the Stock Purchase Agreement received by Founder. In the event that any covenant or provision contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long great a period of time or over too large great a geographical area or by reason of its being too extensive in any other respect, such covenant or provision shall not be construed to be null, void and of no effect, but rather it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, enforceable and/or over the maximum geographical area as to which it may be enforceable, enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. In the event any provision of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Agreement will remain in full force or effect. The existence of any claim or cause of action which the Executive Founder may have against the Company Buyer or any of its Affiliates respective affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate court legal action by the ExecutiveFounder.

Specific Performance; Severability. It is specifically ---------------------------------- understood and ---------------------------------- agreed by the parties hereto that the breach by the Executive of any provision of this Agreement will result in irreparable injury to the Company and its Affiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy they may have, the Company and each of its Affiliates shall be entitled to enforce the specific performance of this Agreement by the Executive through both temporary and permanent injunctive relief without the necessity of proving actual damages. If the Company is required to post a bond in connection with obtaining any temporary or permanent injunctive relief, the parties hereto agree that such bond shall be limited in amount to $10,000 and that such amount is reasonable and adequate for such bond. In the event that any covenant or provision contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, such covenant or provision shall not be construed to be null, void and of no effect, but rather shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The existence of any claim or cause of action which the Executive may have against the Company or any of its Affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate court action by the Executive.

Specific Performance; Severability. It is specifically ---------------------------------- understood and agreed by that any breach of the parties hereto that the breach by the Executive of any provision provisions of this Agreement by either Seller or Founder will result in irreparable injury to the Company Buyer, and its Affiliatesrespective affiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy they it may have, the Company and each of its Affiliates Buyer shall be entitled to enforce the specific performance of this Agreement by Seller and Founder, as the Executive case may be, through both temporary and permanent injunctive relief without the necessity of proving actual damages. If the Company is required to post a bond in connection with obtaining any temporary or permanent injunctive relief, the The parties hereto agree that such bond the liability of Seller and Founder for breaches of the provisions of this Agreement shall not be limited in amount to $10,000 and that such amount is reasonable and adequate for such bondany portion of the purchase price under Section 1.3 of the Asset Purchase Agreement received by Seller. In the event that any covenant or provision contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long great a period of time or over too large great a geographical area or by reason of its being too extensive in any other respect, such covenant or provision shall not be construed to be null, void and of no effect, but rather it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, enforceable and/or over the maximum geographical area as to which it may be enforceable, enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The existence of any claim or cause of action which the Executive Seller or Founder may have against the Company Buyer or any of its Affiliates respective affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate court legal action by Seller or Founder; provided, however, this Agreement shall terminate upon Buyer’s failure to pay when due any Earnout payment required to be paid pursuant to Section 1.6 of the ExecutiveAsset Purchase Agreement.