Remedies Contract Clauses (5,778)

Remedies. In the event of a breach of any of Employee's covenants and commitments under this Agreement, Employee, in the sole discretion of the Company or any parent, subsidiaries or affiliates of the Company, may forfeit any amount otherwise payable to Employee under paragraph 2 of this Agreement. Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding relating to or arising out of this Agreement may be brought in the State of New Jersey, (ii) consents to the n...on-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers by personal service or by registered or certified mail, return receipt requested, or by overnight express courier service, addressed to Employee at the home address which Employee most recently communicated to the Company or any parent, subsidiaries or affiliates of the Company in writing. View More

Remedies. Without limiting the remedies available to the parties, each party acknowledges that a breach of any of the covenants in Sections 10 through 15 may result in material irreparable injury to Company for which there is no adequate remedy at law, and that it will not be possible to measure damages for such injuries precisely. The parties agree that, if there is a breach or threatened breach of such covenants, Company will be entitled to obtain a temporary restraining order and/or a preliminary or pe...rmanent injunction restraining Employee from engaging in prohibited activities or such other relief as may be required to specifically enforce any of said covenants. Each party agrees that all remedies expressly provided for in this Offer of Employment are cumulative of any and all other remedies now existing at law or in equity. In addition to the remedies provided herein, the parties will be entitled to avail themselves of all such other remedies as may now or hereafter exist at law or in equity for compensation, and for the specific enforcement of the covenants contained in Sections 11 through 16. Resorting to any remedy provided for in this Section or provided for by law will not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies, or preclude a recovery of monetary damages and compensation. View More

Remedies. Upon the occurrence and during the continuance of an Event of Default, Holder shall have the right to, without notice to or demand on the Borrower, to declare the outstanding principal and all accrued and unpaid interest hereunder immediately due and payable, provided, that, upon the occurrence of an Event of Default specified in Section 8(d), all amounts owing under this Note shall immediately become due and payable. In addition to the right of acceleration, upon the occurrence of an Event of D...efault, Holder shall have any and all of the rights and remedies available at law or in equity. View More

Remedies. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final, non-appealable order that any material provision of this Agreement has been breached by either Party, and such breach, if curable, remains uncured after thirty (30) days' written notice from the party seeking to enforce such provision, then the breaching Party shall reimburse the other... Party for its costs and expenses (including, without limitation, reasonable legal fees and expenses) incurred in connection with all such litigation, including any appeal therefrom. View More

Remedies. (a) If the purchase and sale of the Property contemplated hereby is not consummated in accordance with the terms and provisions of this Agreement due to circumstances or conditions which constitute a default by Buyer under this Agreement and Seller is not in default under this Agreement, then the Earnest Money shall be delivered to and retained by Seller as Seller's full liquidated damages for such default. For the avoidance of doubt, if the purchase and sale of the Property has not occurred by ...the Closing Date, Buyer has become and continues to be obligated to close under this Agreement, and Seller is not in default of its obligations under this Agreement, Buyer shall be deemed to be in default of this Agreement. The parties acknowledge that Seller's actual damages in the event of a default by Buyer will be difficult to ascertain, and that such liquidated damages represent the parties' best estimate of such damages. The parties expressly acknowledge that the foregoing liquidated damages are intended not as a penalty, but as full liquidated damages, in the event of a default. Such liquidated damages shall be the sole and exclusive remedy of Seller by reason of a default by Buyer, and Seller hereby waives and releases any right to sue Buyer for specific performance of this Agreement or to prove that Seller's actual damages exceed the amount which is herein provided to Seller as full liquidated damages; provided, however, that the foregoing liquidated damages shall not apply to any duty, obligation, liability or responsibility which Buyer may have under the indemnification provisions of paragraphs 4 and 17 of this Agreement, as to which Seller shall have all rights and remedies provided for or allowed by law or in equity, including, without limitation, specific performance. Except as specifically set forth in this paragraph 12(a), Buyer shall have no liability to Seller under this Agreement. 4 (b) If the purchase and sale of the Property contemplated hereby is not consummated in accordance with the terms and provisions of this Agreement due to circumstances or conditions which constitute a default by Seller under this Agreement, and Buyer is not in default under this Agreement, then Buyer, as its sole and exclusive remedies, may exercise the following rights and remedies: (i) Buyer shall have the right to waive the default and proceed to close without an adjustment or abatement to the Purchase Price; (ii) Buyer shall have the right to terminate this Agreement, and receive the return in full of its Earnest Money Deposit (and interest earned thereon), in which event the rights and obligations of the parties under this Agreement shall expire and Seller shall reimburse Buyer for all its documented out-of-pocket expenses incurred in preparation for Closing including but not limited to title insurance premiums, attorneys' fees, costs for the Buyer's Survey, costs for environmental consultants, travel expenses and other expense incurred by the Buyer up to an aggregate amount not to exceed Twenty Thousand Dollars ($20,000); or (iii) if, and only if, Seller's only default is willful refusal by Seller's to convey the Property to Buyer as required by this Agreement, then Buyer shall have the right to sue Seller for specific performance of this Agreement. The inability of Seller to convey good and marketable fee simple title to the Property on the Closing Date shall not constitute a default by Seller under this Agreement, unless such inability is caused by a defect in Seller's title to the Property which is not a Permitted Exception under this Agreement, which arises subsequent to the date of Seller's execution of this Agreement, and which arises solely by reason of an affirmative act of Seller. Except as specifically set forth in this paragraph 12(b), Seller shall have no liability to Buyer under this Agreement. View More

Remedies. If Departing Executive commits a material breach of any of Departing Executive's obligations under this Separation Agreement, in addition to any other legal or equitable remedies it may have for such breach, including the remedies in Section 5(f) above, the Company shall be entitled to its attorneys' fees incurred due to such breach and shall have the right to terminate and recover the payments and benefits provided to Departing Executive under this Separation Agreement. The termination or recov...ery of such payments or benefits in the event of Departing Executive's breach will not affect Departing Executive's continuing obligations under this Separation Agreement. Notwithstanding the foregoing, this Section 9 will not apply if Departing Executive files a claim seeking to invalidate the validity of this Separation Agreement under the ADEA for failure to provide sufficient time for review and revocation as required under this law. For the avoidance of doubt, any filing or assertion of any claim in violation of Section 5 or any other provision of this Separation Agreement shall constitute a breach for purposes of this Section. View More

Remedies. All remedies at law or in equity shall be available to the Releasees for the enforcement of this Agreement. This Agreement may be pleaded as a full bar to the enforcement of any claim that Executive may assert against the Releasees.

Remedies. Executive understands and agrees that money damages may not be a sufficient remedy for a breach by Executive of the provisions of Article 4 and that, in the event of any breach or threatened or attempted breach of any provision of Article 4 by Executive, the Bank shall, in addition to and not to the exclusion of any other rights and remedies at law or in equity, be entitled to seek and receive from any court of competent jurisdiction (i) full temporary and permanent injunctive relief enjoining a...nd restraining Executive and each and every other Person concerned therein from the continuation of such violative acts and (ii) a decree for specific performance of the applicable provisions of this Agreement, without being required to furnish any bond or other security. In the event of any litigation brought by either party to enforce rights under this Agreement, the prevailing party shall recover from the other party its reasonable attorneys' fees and costs incurred in connection with such litigation. View More

Remedies. Consultant recognizes that a breach of any of the restrictive covenants set forth in Sections 7, 8 and 9 hereof will cause irreparable harm to the Company and that actual damages may be difficult to ascertain and in any event may be inadequate. Accordingly, Consultant agrees that in the event of any such breach, the Company will be entitled, without the posting of bond or other security, to injunctive relief in addition to such other legal or equitable remedies as may be available.

Remedies. (a) Contractor acknowledges that the covenants contained herein, are, in view of the nature of the business of the Company, reasonable and necessary to protect the legitimate interests of the Company, and that a violation of any covenant will result in irreparable injury to the Company that cannot be reasonably or adequately compensated in damages. If Contractor breaches or threatens to breach any covenant contained in this Agreement, Contractoragrees that the Company shall be entitled to equita...ble relief (i.e., no monetary damages) by injunction or specific performance, without the requirement of proving actual damages, in addition to all other rights and remedies afforded by law, equity or otherwise. Contractor understands that this Agreement supplements and does not supplant rights and remedies available to the Company under statutory and/or common law. Contractor agrees that the existence of any claim or cause of action by Contractor against the Company shall not constitute a defense to the enforcement of the provisions of this Agreement. (b) Contractor agrees that in the event that a court of competent jurisdiction shall fail or refuse to enforce any of the separate covenants herein (as between each Section and within each Section), then the unenforceable covenant(s), unless reformed as set forth below, shall be separated from the remaining covenants to the extent necessary to permit the remaining covenants to be enforced. (c) In the event a legal action is commenced with respect to any of the provisions herein and Contractor has not strictly observed such provisions, then the restriction period described in such Section(s) shall begin to run from the day of any Final Judicial Determination of such legal action. "Final Judicial Determination" shall mean the expiration of time to file any possible appeal from a final judgment in such legal action, or if an appeal be taken, the final determination of the final appellate proceeding. (d) Contractor agrees that, in the event that Contractor breaches any term of this Agreement, as determined by a court, Contractor shall reimburse the Company for any costs and expenses reasonably incurred as a result thereof, and as agreed by the court, including reasonable attorneys' fees, in addition to any other remedies to which the Company may be entitled. As appropriate, these costs may be determined by the court. View More