Enforcement. In view of the substantial harm which will result from the breach by Executive of any of the covenants contained in Section 5 the parties agree that such covenants shall be enforced to the fullest extent permitted by law. Accordingly, if, in any judicial proceeding, a court shall determine that such covenants are unenforceable because they cover too extensive a geographic area or survive for too long a period of time, or for any other reason, then the parties intend that such covenants shall be deemed to cover such maximum geographic area and maximum period of time and shall otherwise be deemed to be limited in such manner as will permit enforceability by such court. If any term or provision of this Agreement or the application thereof to any circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application to other persons and circumstances shall not be affected thereby and each term and provision hereof shall be enforced to the fullest extent permitted by law.

Enforcement. In the event that any dispute or controversy shall arise under this Agreement between the Indemnitee and the Company with respect to whether the Indemnitee is entitled to indemnification in connection with any Proceeding or with respect to the amount of Expenses incurred, then with respect to each such dispute or controversy the Indemnitee may seek to enforce this Agreement through legal action or, at the Indemnitee’s sole option and request, through arbitration. If arbitration is requested, such dispute or controversy shall be submitted by the parties to binding arbitration in the City of Akron, State of Ohio, before a single arbitrator agreeable to both parties; provided that indemnification in respect to any claim, issue or matter in a Proceeding brought against the Indemnitee by or in the right of the Company and as to which the Indemnitee shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company shall be submitted to arbitration only to the extent permitted under the Company’s Regulations and applicable law then in effect. If the parties cannot agree on a designated arbitrator within fifteen (15) days after arbitration is requested in writing by either of them, the arbitration shall proceed in the City of Akron, State of Ohio, before an arbitrator appointed by the American Arbitration Association. In either case, the arbitration proceeding shall commence promptly under the rules then in effect of that Association and the arbitrator agreed to by the parties or appointed by that Association shall be an attorney other than an attorney who has, or is associated with a firm having associated with it an attorney which has, been retained by or performed services for the Company or the Indemnitee at any item during the five (5) years preceding the commencement of arbitration. The award shall be rendered in such form that judgment may be entered thereon in any court having jurisdiction thereof. The prevailing party shall be entitled to prompt reimbursement of any costs and expenses (including, without limitation, reasonable attorney’s fees) incurred in connection with such legal action or arbitration provided that the Indemnitee shall not be obligated to reimburse the Company unless the arbitrator or court which resolves the dispute determines that the Indemnitee acted in bad faith in bringing such action or arbitration.

Enforcement. [[Intel:Organization]], at its sole cost and expense, shall have the sole and exclusive right, but not the obligation, to enforce the Licensed Technology in the Territory or to otherwise abate the infringement thereof, and to direct and control any litigation or other enforcement action. [[Peraso:Organization]] shall cooperate with [[Intel:Organization]], at [[Intel:Organization]]’s sole cost and expense, as is reasonably necessary in any such action brought by [[Intel:Organization]], including without limitation, by joining in any such suit if necessary to avoid the dismissal of the suit or if [[Intel:Organization]] otherwise determines that [[Peraso:Organization]] is an indispensable party. If [[Intel:Organization]] brings legal action, [[Intel:Organization]] shall have the sole right to direct and control the prosecution of, and the right to settle and compromise such action, provided that: # [[Intel:Organization]] shall consider, in good faith, the interests of [[Peraso:Organization]] in so doing; and # [[Intel:Organization]] shall not, without the express written consent of [[Peraso:Organization]], settle the suit or otherwise consent to an adverse judgment in such suit that materially diminishes or detrimentally affects in any material way the rights or interests of [[Peraso:Organization]]. In the event any monetary recovery in connection with such infringement action is obtained (either by way of a settlement or a damages award), such recovery shall be solely and exclusively retained by [[Intel:Organization]], and [[Peraso:Organization]] shall have no claim or entitlement to any such monetary recovery. [[Peraso:Organization]] shall have no right to enforce the Licensed Technology or otherwise abate the infringement thereof unless [[Intel:Organization]]: # declines to take such action; and # consents in writing to [[Peraso:Organization]] taking such action.

At any time after the promissory notes have become due and repayable, any note holder may, at its discretion and without further notice, take such proceedings against the Company as it may think fit to enforce repayment of the notes and to enforce the provisions of the these Conditions.

Enforcement. Executive understands and agrees that any breach or threatened breach by Executive of any of the provisions of [Sections 10 through 15] of this Agreement shall be considered a material breach of this Agreement, and in the event of such a breach or threatened breach of this Agreement, [[Nucor Corporation:Organization]] shall be entitled to pursue any and all of its remedies under law or in equity arising out of such breach. If [[Nucor Corporation:Organization]] pursues either a temporary restraining order or temporary injunctive relief, then Executive agrees to expedited discovery with respect thereto and waives any requirement that [[Nucor Corporation:Organization]] post a bond. Executive further agrees that in the event of Executive’s breach of any of the provisions of [Sections 10 through 15] of this Agreement, unless otherwise prohibited by law:

Enforcement. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the Term, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Enforcement. Cell Medica shall enforce or assist Baylor with enforcing any of the provisions mentioned above in this Article VIII against a sublicensee.

Enforcement. These Covenant Not-to-Compete and No Solicitation provisions shall be construed and enforced under the laws of the State of Florida. In the event of any breach of this Covenant Not-to-Compete, the Executive recognizes that the remedies at law will be inadequate and that, in addition to any relief at law which may be available to the Company for such violation or breach and regardless of any other provision contained in this Agreement, the Company shall be entitled to equitable remedies (including an injunction) and such other relief as a court may grant after considering the intent of this Section 5. It is further acknowledged and agreed that the existence of any claim or cause of action on the part of the Executive against the Company, whether arising from this Agreement or otherwise, shall in no way constitute a defense to the enforcement of this Covenant Not-to-Compete, and the duration of this Covenant Not-to-Compete shall be extended in an amount which equals the time period during which the Executive is or has been in violation of this Covenant Not-to-Compete. In the event a court of competent jurisdiction determines that the provisions of this Covenant Not-to-Compete are excessively broad as to duration, geographic scope, prohibited activities, or otherwise, the parties agree that this covenant shall be reduced or curtailed only to the extent necessary to render it enforceable.

Enforcement. In the event the terms of this Article III shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. Any breach or violation by Participant of the provisions of this Article III shall toll the running of any time periods set forth in this Article III for the duration of any such breach or violation.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement, including but not limited to the Exchange. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law