Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other Party from any breach of the obligations of such party set forth in this Section 5.5 would be irreparable and impossible to measure and (ii) the remedies at law for any breach or threatened breach of this Section 5.5, including monetary damages, would therefore be inadequate compensation for any loss and the other Party shall have the right to specific performance and injunctive or other equitable relief in accordance with Section 10.13, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 5.5 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.
Appears in 7 contracts
Samples: Separation and Distribution Agreement (Vestis Corp), Separation and Distribution Agreement (Aramark), Separation and Distribution Agreement (Vestis Corp)
Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other employing Party from any breach by another Party of the obligations of such party set forth in this Section 5.5 3.04 would be irreparable and impossible to measure and (ii) the remedies at law Law for any breach or threatened breach of this Section 5.53.04, including monetary damages, would therefore be inadequate compensation for any loss and the other employing Party shall have the right to specific performance and injunctive or other equitable relief in accordance with this Section 10.133.04, in addition to any and all other rights and remedies at law Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 5.5 3.04 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 3.04 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 3.04 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.
Appears in 7 contracts
Samples: Employee Matters Agreement (Raytheon Technologies Corp), Employee Matters Agreement (Otis Worldwide Corp), Employee Matters Agreement (Carrier Global Corp)
Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other employing Party from any breach by the other Party of the obligations of such party set forth in this Section 5.5 3.04 would be irreparable and impossible to measure and (ii) the remedies at law Law for any breach or threatened breach of this Section 5.53.04, including monetary damages, would therefore be inadequate compensation for any loss and the other employing Party shall have the right to specific performance and injunctive or other equitable relief in accordance with this Section 10.133.04, in addition to any and all other rights and remedies at law Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 5.5 3.04 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 3.04 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 3.04 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.
Appears in 6 contracts
Samples: Employee Matters Agreement (RXO, Inc.), Employee Matters Agreement (Encompass Health Corp), Employee Matters Agreement (Enhabit, Inc.)
Remedies; Enforcement. Each Party party acknowledges and agrees that (i) injury to the other Party party from any breach of the obligations of such party set forth in this Section 5.5 7.7 or Section 7.8 would be irreparable and impossible to measure and (ii) the remedies at law for any breach or threatened breach of this Section 5.57.7 or Section 7.8, including monetary damages, would therefore be inadequate compensation for any loss and the other Party party shall have the right to specific performance and injunctive or other equitable relief in accordance with Section 10.139.12, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. Each Party party understands and acknowledges that that the restrictive covenants and other agreements contained in this Section 5.5 7.7 and Section 7.8 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties parties that the provisions of this Section 5.5 7.7 and Section 7.8 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 7.7 or Section 7.8 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Hewlett Packard Enterprise Co), Separation and Distribution Agreement (Hp Inc)
Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other employing Party or employing Group member from any breach by another Party or member of another Party’s Group of the obligations of such party set forth in this Section 5.5 2.5 would be irreparable and impossible to measure and (ii) the remedies at law Law for any breach or threatened breach of this Section 5.52.5, including monetary damages, would therefore be inadequate compensation for any loss and the other employing Party or employing Group member shall have the right to specific performance and injunctive or other equitable relief in accordance with this Section 10.132.5, in addition to any and all other rights and remedies at law Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 5.5 2.5 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 2.5 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 2.5 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.
Appears in 4 contracts
Samples: Employee Matters Agreement (Sylvamo Corp), Employee Matters Agreement (Sylvamo Corp), Employee Matters Agreement (Sylvamo Corp)
Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other employing Party from any breach by the other Party of the obligations of such party set forth in this Section 5.5 3.04 would be irreparable and impossible to measure and (ii) the remedies at law Law for any breach or threatened breach of this Section 5.53.04, including monetary damages, would therefore be inadequate compensation for any loss loss, and the other employing Party shall have the right to specific performance and injunctive or other equitable relief in accordance with this Section 10.133.04, in addition to any and all other rights and remedies at law Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 5.5 3.04 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 3.04 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 3.04 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.
Appears in 3 contracts
Samples: Employee Matters Agreement (Knife River Holding Co), Employee Matters Agreement (Mdu Resources Group Inc), Employee Matters Agreement (Knife River Holding Co)
Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other Party from any breach of the obligations of such party set forth in this Section 5.5 5.6 would be irreparable and impossible to measure and (ii) the remedies at law for any breach or threatened breach of this Section 5.55.6, including monetary damages, would therefore be inadequate compensation for any loss and the other Party shall have the right to specific performance and injunctive or other equitable relief in accordance with Section 10.13, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that that the restrictive covenants and other agreements contained in this Section 5.5 5.6 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 5.6 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 5.6 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Servicemaster Global Holdings Inc), Separation and Distribution Agreement (Frontdoor, Inc.), Separation and Distribution Agreement (AHS Holding Company, Inc.)
Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other Party from any breach of the obligations of such party set forth in this Section 5.5 5.6 would be irreparable and impossible to measure and (ii) the remedies at law for any breach or threatened breach of this Section 5.55.6, including monetary damages, would therefore be inadequate compensation for any loss and the other Party shall have the right to specific performance and injunctive or other equitable relief in accordance with Section 10.13, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 5.5 5.6 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 5.6 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 5.6 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (GXO Logistics, Inc.), Separation and Distribution Agreement (GXO Logistics, Inc.)
Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other Party from any breach of the obligations of such party Party set forth in this Section 5.5 6.11 would be irreparable and impossible to measure and (ii) the remedies at law Law for any breach or threatened breach of this Section 5.56.11, including monetary damages, would therefore be inadequate compensation for any loss and the other Party shall have the right to specific performance and injunctive or other equitable relief in accordance with Section 10.13, in addition to any and all other rights and remedies at law Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 5.5 6.11 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 6.11 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 6.11 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (WK Kellogg Co), Separation and Distribution Agreement (Kellanova)
Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other Party from any breach of the obligations of such party Party set forth in this Section 5.5 5.6 would be irreparable and impossible to measure and (ii) the remedies at law for any breach or threatened breach of this Section 5.55.6, including monetary damages, would therefore be inadequate compensation for any loss and the other Party shall have the right to specific performance and injunctive or other equitable relief in accordance with Section 10.13, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that that the restrictive covenants and other agreements contained in this Section 5.5 5.6 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 5.6 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 5.6 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Consensus Cloud Solutions, Inc.), Separation and Distribution Agreement (Consensus Cloud Solutions, Inc.)
Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other employing Party from any breach by the other Party of the obligations of such party set forth in this Section 5.5 3.05 would be irreparable and impossible to measure and (ii) the remedies at law Law for any breach or threatened breach of this Section 5.53.05, including monetary damages, would therefore be inadequate compensation for any loss and the other employing Party shall have the right to specific performance and injunctive or other equitable relief in accordance with this Section 10.133.05, in addition to any and all other rights and remedies at law Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 5.5 3.05 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 3.05 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 3.05 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.
Appears in 2 contracts
Samples: Employee Matters Agreement (Embecta Corp.), Employee Matters Agreement (Embecta Corp.)
Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other Party from any breach of the obligations of such party Party set forth in this Section 5.5 6.11 would be irreparable and impossible to measure and (ii) the remedies at law Law for any breach or threatened breach of this Section 5.56.11, including monetary damages, would therefore be inadequate compensation for any loss and the other Party shall have the right to specific performance and injunctive or other equitable relief in accordance with Section 10.13, in addition to any and all other rights and remedies at law Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 5.5 6.11 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 6.11 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 6.11 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.]
Appears in 2 contracts
Samples: Separation and Distribution Agreement (WK Kellogg Co), Separation and Distribution Agreement (WK Kellogg Co)
Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other employing Party from any breach by the other Party of the obligations of such party set forth in this Section 5.5 3.04 would be irreparable and impossible to measure and (ii) the remedies at law Law for any breach or threatened breach of this Section 5.53.04, including monetary damages, would therefore be inadequate compensation for any loss and the other employing Party shall have the right to specific performance and injunctive or other equitable relief in accordance with this Section 10.133.04, in addition to any and all other rights and remedies at law Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 5.5 3.04 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.5 3.04 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.5 3.04 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.. Article IV EQUITY, INCENTIVE AND EXECUTIVE COMPENSATION
Appears in 1 contract
