Breach. Employee acknowledges and agrees that any material breach of this Agreement, or of any provision of the Confidentiality Agreement, shall entitle the Company immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages, except as provided by law.
Breach. Executive acknowledges that the restrictions contained in this Agreement are fair, reasonable, and necessary for the protection of the legitimate business interests of the Company, that the Company will suffer irreparable harm in the event of any actual or threatened breach by Executive, and that it is difficult to measure in money the damages which will accrue to the Company by reason of a failure by Executive to perform any of Executive’s obligations under this Section 6. Accordingly, if the Company or any of its subsidiaries or Affiliates institutes any action or proceeding to enforce their rights under this Section 6, to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company or its Affiliates has an adequate remedy at law, Executive shall not claim that any such remedy at law exists, and Executive consents to the entry of a restraining order, preliminary injunction, or other preliminary, provisional, or permanent court order to enforce this Agreement, and expressly waives any security that might otherwise be required in connection with such relief. Executive also agrees that any request for such relief by the Company shall be in addition and without prejudice to any claim for monetary damages and/or other relief which the Company might elect to assert. In the event Executive violates any provision of this Section 6. In the event Executive violates any provision of this Section 6, and the Company is the completely prevailing party in such action, the Company shall be entitled to recover all costs and expenses of enforcement, including reasonable attorneys’ fees, and the time periods set forth above shall be extended for the period of time Executive remains in violation of the provisions. Conversely, in the event that Executive is the completely prevailing party in any action brought by the Company with respect to this Section 6, then Executive shall be entitled to recover all costs and expenses of defense, including reasonable attorneys’ fees and shall thereafter be relieved of all restrictions contained in this Section 6. In the event any provision of this Section is found to be unenforceable by a court of competent jurisdiction it is agreed the remaining and other provisions shall be enforced and the provision so found unenforceable shall be reformed so as to be enforceable to the maximum extent allowed by law.
Licensor shall defend, indemnify and hold harmless Licensee from and against any and all actions, claims, costs (including without limitation, costs of investigation, litigation, and court costs), damages, demands, fines, interest, judgments, liabilities, losses, penalties, proceedings, suits (including appeal), and expenses (including, without limitation, reasonable attorney's fees) (collectively, "Claims") brought by or on behalf of any person or entity arising out of or in connection with
Nothing contained herein shall be deemed to be a release of any claims of the Administrative Agent or the Borrower against any Defaulting Lender for its breach of any of its obligations under this Agreement.
Employee’s promises and obligations under this Separation Agreement; # any claims by the Company or its shareholders based on fraud, embezzlement or breach of fiduciary duty; # any claims that cannot lawfully be released; # any required clawback of incentive compensation in accordance with applicable securities regulations; or # any claims arising after the date of Employee’s execution of this Separation Agreement. As of the date of the Company’s execution of this Separation Agreement, the Company represents and warrants that it is not aware of any facts or circumstances supporting claims against Employee for fraud, embezzlement, breach of fiduciary duty or violation of her obligations under the Employment Agreement.
Release of Claims Agreement. In the event of a termination of Executive’s employment with the Company pursuant to Section 3(a) or Section 3(b), the receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable to the Company (the “Release”), which must become effective no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”), and if not, Executive will forfeit any right to severance payments or benefits under this Agreement. To become effective, the Release must be executed by Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no event will severance payments or benefits be paid or provided until the Release actually becomes effective. If the termination of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which Executive’s termination of employment occurs, then any severance payments or benefits under this Agreement that would be considered Deferred Payments (as defined in Section 4(d)(i)) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by # the payment schedule applicable to each payment or benefit as set forth in Section 3, # the date the Release becomes effective, or # Section 4(d)(ii); provided that the first payment
Choice of Law and Dispute Resolution. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND SHALL BE PERFORMABLE IN HARRIS COUNTY, TEXAS AND VENUE FOR ANY LITIGATION REGARDING THIS AGREEMENT SHALL BE IN THE STATE OR FEDERAL COURTS OF HARRIS COUNTY, TEXAS. LOGGENBERG HEREBY ACKNOWLEDGES THAT HE AGREES TO SUBMIT ALL CLAIMS AGAINST THE [[Organization B:Organization]] (INCLUDING BUT NOT LIMITED TO STATUTORY AND COMMON LAW EMPLOYMENT OR TORT CLAIMS, CLAIMS FOR BREACH OF THIS AGREEMENT, OR ANY OTHER CLAIMS AGAINST THE [[Organization B:Organization]]) TO BINDING ARBITRATION WITH THE AMERICAN ARBITRATION ASSOCIATION. LOGGENBERG HEREBY WAIVES HIS RIGHT TO A JURY TRIAL FOR ANY DISPUTE DESCRIBED HEREIN.
#[[Organization A:Organization]] will indemnify, defend and hold harmless the Rights Holders, their heirs, successors and permitted assigns (collectively, the Rights Holder Indemnitees) against any third party claims, including reasonable attorneys fees for defending those claims, to the extent such claims arise out of or relate to # the practice of the License by [[Organization A:Organization]] or its affiliates (except to the extent such claims result from any Rights Holders breach of this Agreement, including any representation or warranty hereunder, or a Rights Holder Indemnitees negligence or willful misconduct); # [[Organization A:Organization]]s negligence or willful misconduct; or # [[Organization A:Organization]]s breach of this Agreement.
Licensor further represents and warrants that there are no actions for infringement against Licensor with respect to systems and methods it uses embodying the invention of the Licensed Patents anywhere in the world.
COVENANT AGAINST LIENS. Tenant shall keep the Project and Premises free from any liens or encumbrances arising out of the work performed, materials furnished or obligations incurred by or on behalf of Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any claims, liabilities, judgments or costs (including, without limitation, reasonable attorneys' fees and costs) arising out of same or in connection therewith. Tenant shall give Landlord notice at least twenty (20) days prior to the commencement of any such work on the Premises (or such additional time as may be necessary under Applicable Laws) to afford Landlord the opportunity of posting and recording appropriate notices of non-responsibility (to the extent applicable pursuant to then Applicable Laws). Tenant shall remove any such lien or encumbrance by bond or otherwise within ten (10) business days after notice by Landlord, and if Tenant shall fail to do so, Landlord may pay the amount necessary to remove such lien or encumbrance, without being responsible for investigating the validity thereof.
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