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Enforcement. The Executive agrees that the Executive’s services are unique and that he has access to confidential information of the Company and its affiliates. Accordingly, the Executive agrees that a breach by the Executive of any of the Restrictive Covenants may cause immediate and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any Restrictive Covenant, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement or otherwise, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the Restrictive Covenants, or require the Executive to account

Enforcement. The Executive acknowledges and agrees that any breach by him of any of the provisions of this [Section 9] (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches or threatens to commit a breach of any of the provisions of [Section 9], the Company shall have the ability to seek the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages): # the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and # the right and remedy to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected subsidiaries and/or affiliates. The Executive agrees that the Executive’s services are unique andin any action seeking specific performance or other equitable relief, he will not assert or contend that he has access to confidential information of the Company and its affiliates. Accordingly, the Executive agrees that a breach by the Executive of any of the Restrictive Covenants may cause immediate and irreparable harm toprovisions of this [Section 9] are unreasonable or otherwise unenforceable. Other than a material breach of this Agreement, the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the eventexistence of any breachclaim or threatened breachcause of any Restrictive Covenant,action by the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have underExecutive, whether predicated on this Agreement or otherwise, at law or otherwise,shall not constitute a defense to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violationsthe enforcement of the Restrictive Covenants, or require the Executive to accountCovenants.

Enforcement. TheSpecific Performance. Executive agrees that the Executive’s services are unique and thatif he has accessbreaches, or threatens to confidential informationcommit a breach of, any enforceable provision of paragraphs 3, 4 or 5 (the "Restrictive Covenants"), the Company shall have, in addition to, and its affiliates. Accordingly,not in lieu of, any other rights and remedies available to the Executive agreesCompany under law and in equity, the right to have the Restrictive Covenants specifically enforced by a court of competent jurisdiction, it being agreed that aany such breach by the Executive of anyor threatened breach of the Restrictive Covenants maywould cause immediate and irreparable harminjury to the Company that would be difficult or impossible to measure, and that money damages would not provide an adequate remedy to the Company for anyCompany. Notwithstanding the foregoing, nothing herein shall constitute a waiver by Executive of his right to contest whether such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of anya breach or threatened breach of any Restrictive Covenant, the CompanyCovenant has occurred. Any such damages, attorneys’ fees and costs shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement or otherwise, at law or otherwise, to obtain specific performance,not in lieu of any injunctive relief and/or other appropriate relief (without posting any bond or deposit) in orderthat may be available to enforce or prevent any violations of the Restrictive Covenants, or require the Executive to accountCompany.

Enforcement.Restrictive Covenants. The Executive agreesacknowledges that he remains bound by the provisions of the “Restrictive Covenants” section of the 2008 Agreement (the “Restrictive Covenants”), which provisions shall be deemed incorporated herein. The Executive acknowledges that the Executive’s servicesRestrictive Covenants # are unique and that he has access to confidential informationnecessary for the protection of the legitimate interests of the Company Releasees, # are reasonable in terms of time, geographic scope, and its affiliates. Accordingly,activities restricted, # do not stifle the inherent skill and experience of the Executive, # will not interfere with the Executive’s ability to earn a livelihood, and # do not confer a benefit upon the Company disproportionate to the detriment to the Executive. The Executive agreesacknowledges that aif he were to breach by the Executive of any of the Restrictive Covenants may causeCovenants, such breach would result in immediate and irreparable harm to the Company that wouldcannot be difficultadequately or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore,reasonably compensated at law. Accordingly, the Executive agrees that in the event of any breach or threatened breach of any Restrictive Covenant, the Company shall be entitled, if any such breach shall occur or be threatened or attempted, if it so elects (and in addition to and without limitation upon allseeking other remedies the Company may haveavailable remedies, under this Agreementparagraph or otherwise, at lawotherwise), to seek from a court any temporary, preliminary, and permanent injunction, without being required to post a bond, enjoining and restraining such breach or otherwise, to obtain specific performance, injunctive relief and/threatened or other appropriate relief (without postingattempted breach by the Executive. The Executive further agrees that if the Executive materially breaches any bond or deposit) in order to enforce or prevent any violations of the Restrictive Covenants, or requirethen the Executive shall be obligated to accountrepay to the Company the full amount of the cash Severance Benefits previously paid to the Executive.

Enforcement. TheSpecific Performance. Executive recognizes and agrees that the Executive’s services are unique and that he has access to confidential information of the Company and its affiliates. Accordingly, the Executive agrees that a breach by the Executive of anyviolation of the Restrictive Covenants may cause immediatenot be reasonably or adequately compensated in damages and irreparable harmthat, in addition to the Company that wouldany other relief to which Employer may be difficultentitled by reason of such violation, it shall also be entitled to injunctive and equitable relief and, pending determination of any dispute with respect to such violation, no bond or impossiblesecurity shall be required in connection herewith. If any dispute arises with respect to measure, and that damagesthis [Section 8], without limiting in any way any other rights or remedies to the Company for any such injury would thereforewhich Employer may be an inadequate remedy for any such breach. Therefore, theentitled, Executive agrees that in the event of any breach or threatened breach of any Restrictive Covenant, the CompanyCovenants shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement or otherwise, at law or otherwise, to obtainenforceable by a decree of specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the Restrictive Covenants, or require the Executive to accountperformance.

Enforcement.Remedies. The Executive agrees that the Executive’s services are uniqueCompany and that he has accessthe Bank will suffer irreparable damage and injury and will not have an adequate remedy at law if the Executive breaches any provision of the restrictions contained in [[Sections 11, 12, 13, 14 and 15]5]5]5]5]]5]5]5]5] (the “Restrictive Covenants”). Accordingly, if the Executive breaches or threatens or attempts to confidential information ofbreach the Restrictive Covenants, in addition to all other available remedies, the Company and its affiliates. Accordingly, the Bank shall be entitled to seek injunctive relief, and no or minimal bond or other security shall be required in connection therewith. The Executive agrees that a breach by the Executive of any of the Restrictive Covenants may cause immediateacknowledges and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of termination of this Agreement for any breach or threatened breachreason whatsoever, the Executive can obtain employment not competitive with the Company’s Business (or, if competitive, outside of the geographic and customer-specific scope described herein) and that the issuance of an injunction to enforce the provisions of the Restrictive Covenants shall not prevent the Executive from earning a livelihood. The Restrictive Covenants are essential terms and conditions to the Company entering into this Agreement, and they shall be construed as independent of any Restrictive Covenant,other provision in this Agreement or of any other agreement between the Executive and the Company shall be entitled, in addition to and without limitation upon all other remediesor the Bank. The existence of any claim or cause of action that the Executive has against the Company may have underor the Bank, whether predicated on this Agreement or otherwise, at lawshall not constitute a defense to the enforcement by the Company or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violationsthe Bank of the Restrictive Covenants, or require the Executive to accountCovenants.

Enforcement. The Executive agrees that the Executive’s services are unique and thatif he has accessbreaches, or threatens to confidential informationcommit a breach of, any enforceable provision of paragraphs 10, 11 or 12 (the "Restrictive Covenants"), the Company shall have, in addition to, and its affiliates. Accordingly,not in lieu of, any other rights and remedies available to the Executive agreesCompany under law and in equity, the right to have the Restrictive Covenants specifically enforced by a court of competent jurisdiction, it being agreed that aany such breach by the Executive of anyor threatened breach of the Restrictive Covenants maywould cause immediate and irreparable harminjury to the Company that would be difficult or impossible to measure, and that money damages would not provide an adequate remedy to the Company for anyCompany. Notwithstanding the foregoing, nothing herein shall constitute a waiver by Executive of his right to contest whether such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of anya breach or threatened breach of any Restrictive Covenant,Covenant has occurred. In the Companyevent of litigation between the parties to this Agreement regarding their respective rights and obligations under paragraphs 10, 11, or 12 hereof, the prevailing party shall be entitled,entitled to recover from the other all attorneys’ fees and expenses reasonably incurred in obtaining a ruling in the prevailing party’s favor. Any such damages, attorneys’ fees and costs shall be in addition to and without limitation upon all other remedies the Company may have under this Agreement or otherwise, at law or otherwise, to obtain specific performance,not in lieu of any injunctive relief and/or other appropriate relief (without posting any bond or deposit) in orderthat may be available to enforce or prevent any violations of the Restrictive Covenants, or require the Executive to accountCompany.

Enforcement. The Executive agrees that the Executive’s servicesRestrictive Covenants are uniquereasonable in scope and that he has access to confidential informationin all other respects, # any violation of the Restrictive Covenants will result in irreparable injury to the Company, # money damages would be an inadequate remedy at law for the Company and its affiliates. Accordingly,in the Executive agrees thatevent of a breach by the Executiveor threatened breach of any of the Restrictive Covenants may cause immediateby the Executive, and irreparable harm to# specific performance in the Company thatform of injunctive relief would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequateadequate remedy for any such breach. Therefore,the Company. lf the Executive agrees that in the event of anybreaches or threatens to breach or threatened breach of anya Restrictive Covenant, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement or otherwise, at law or otherwise,remedies, to obtain specific performance, injunctive relief and/or other appropriate relief (without postingseek an injunction restraining any such breach, without any bond or deposit) in order to enforce or prevent any violationsother security being required and without the necessity of showing actual damages. Without limitation of the Restrictive Covenants, or requireforegoing, in the event the Executive breaches a Restrictive Covenant or any provision of the Non-Disclosure and Intellectual Proprietary Rights Agreement, in any material respect, the Company shall have the right to accountcease providing any amounts

Enforcement. The Executive agrees that the Executive’s services are unique and that he has access to confidential information of the Company and its affiliates. Accordingly, the Executive agrees that a breach by the Executive of any of the Restrictive Covenants may cause immediate and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agreesacknowledges that in the event of anya breach by Executive of these restrictive covenants, the covenants may be enforced by temporary restraining order, preliminary or threatened breach of any Restrictive Covenant, the Company shall be entitled,temporary injunction and permanent injunction, in addition to and without limitation upon allany other remedies that may be available by law. In that connection, Executive acknowledges that in the Companyevent of a breach, will suffer irreparable injury for which there is no adequate legal remedy, in part because damages caused by the breach may have under this Agreement or otherwise, at law or otherwise,be difficult to obtain specific performance, injunctive relief and/or other appropriate relief (without postingprove with any bond or deposit) in order to enforce or prevent any violationsreasonable degree of the Restrictive Covenants, or require the Executive to accountcertainty.

Enforcement. The Executive agrees that the Executive’s services are unique and that he has access to confidential information of the Company and its affiliates. Accordingly, the Executive agrees that a breach by the Executive of any of the Restrictive Covenants may cause immediate and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, theRemedies. Executive agrees that in the event of anya breach or threatened breach by Executive of any provision of this Agreement or any of the Restrictive Covenant,Covenants, monetary remedies may not be adequate and Executive agrees that is entitled to injunctive relief, without need to post bond or similar security, in lieu of or in addition to, such monetary remedies. In the Companyevent that Executive engages in or attempts to engage in any of the conduct prohibited by any of the Restrictive Covenants or fails to comply with the provisions of Paragraph 4(b), shall be entitled, in ’s sole discretion, to # cease all Monthly Separation Payments, and upon demand by , Executive shall immediately refund to any Monthly Separation Payments already paid to him, and/or # in addition to and without limitation upon allany other remedies the Company may have under this Agreement or otherwise,available at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in orderequity, to enforce or prevent any violations of the Restrictive Covenants,Covenants by temporary, preliminary and permanent injunction to restrain any violation or requirethreatened violation by Executive of any provisions of the Restrictive Covenants. Executive further agrees to accountreimburse its costs (including, without limitation, attorney’s fees) incurred to enforce any of the Restrictive Covenants. The provisions of this Paragraph 5 shall be in addition to, and not in lieu of, any remedies set forth in the Surviving Provisions.

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