Common use of Binding Relationship Clause in Contracts

Binding Relationship. Each Seller Noteholder and Seller Stockholder that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to have agreed that (i) the provisions of this Article X are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such Seller Noteholder or Seller Stockholder may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Article X would be inadequate, (iii) such Seller Noteholders or Seller Stockholder shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if such Seller Noteholder or Seller Stockholder brings an action to enforce the provisions of this Article X and (iv) the provisions of Article X shall be binding upon such Seller Noteholder and Seller Stockholder and the successors and assigns of such Seller Noteholder or Seller Stockholder. In addition, each Seller Noteholder and Seller Stockholder that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to: (a) have waived any claims he, she or it may have or assert, including those that may arise in the future, against any Stockholder Representative and any of his affiliates, for any action or inaction taken or not taken by the Stockholder Representative in connection therewith; and (b) have agreed to his or her portion, if any, of the Indemnification Escrow be paid by Buyer to the Escrow Agent and disbursed by the Escrow Agent in accordance with the operative agreement governing the escrow.

Binding Relationship. Each Seller Noteholder and Seller Stockholder that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to have agreed that (i) the provisions of this Article X are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such Seller Noteholder or Seller Stockholder may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Article X would be inadequate, (iii) such Seller Noteholders or Seller Stockholder shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if such Seller Noteholder or Seller Stockholder brings an action to enforce the provisions of this Article X and (iv) the provisions of Article X shall be binding upon such Seller Noteholder and Seller Stockholder and the successors and assigns of such Seller Noteholder or Seller Stockholder. In addition, each Seller Noteholder and Seller Stockholder that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to: (a) have waived any claims he, she or it may have or assert, including those that may arise in the future, against any Stockholder Representative and any of his affiliates, for any action or inaction taken or not taken by the Stockholder Representative in connection therewith; and (b) have agreed to his or her portion, if any, of the Indemnification Escrow be paid by Buyer to the Escrow Agent and disbursed by the Escrow Agent in accordance with the operative agreement governing the escrow.

Binding Relationship. Each Seller Noteholder Stockholder and Seller Stockholder Executive Management that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to have agreed that (i) the provisions of this Article X are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such Seller Noteholder or Stockholder and Seller Stockholder Executive Management may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Article X would be inadequate, (iii) such Seller Noteholders or Stockholder and Seller Stockholder Executive Management shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if such Seller Noteholder or Seller Stockholder brings an action to enforce the provisions of this Article X and (iv) the provisions of Article X shall be binding upon such Seller Noteholder Stockholder and Seller Stockholder Executive Management and the successors and assigns of such Seller Noteholder or Stockholder and Seller StockholderExecutive Management. In addition, each Seller Noteholder Stockholder and Seller Stockholder Executive Management that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to: (a) have waived any claims he, she or it may have or assert, including those that may arise in the future, against any Stockholder Representative and any of his affiliates, for any action or inaction taken or not taken by the Stockholder Representative in connection therewith; and (b) have agreed to his or her portion, if any, of the Indemnification Escrow be paid by Buyer to the Escrow Agent and disbursed by the Escrow Agent in accordance with the operative agreement governing the escrow.

Binding Relationship. Each Seller Noteholder Noteholder, Seller Stockholder and Seller Stockholder Incentive Participant that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to have agreed that (i) the provisions of this Article X are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such Seller Noteholder Noteholder, Seller Stockholder or Seller Stockholder Incentive Participant may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Article X would be inadequate, (iii) such Seller Noteholders Noteholder, Seller Stockholder or Seller Stockholder Incentive Participant shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if such Seller Noteholder Noteholder, Seller Stockholder or Seller Stockholder Incentive Participant brings an action to enforce the provisions of this Article X and (iv) the provisions of Article X shall be binding upon such Seller Noteholder and Noteholder, Seller Stockholder or Seller Incentive Participant and the successors and assigns of such Seller Noteholder Noteholder, Seller Stockholder or Seller StockholderIncentive Participant. In addition, each Seller Noteholder Noteholder, Seller Stockholder and Seller Stockholder Incentive Participant that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to: (a) have waived any claims he, she or it may have or assert, including those that may arise in the future, against any Stockholder Representative and any of his affiliates, for any action or inaction taken or not taken by the Stockholder Representative in connection therewith; and (b) have agreed to his or her portion, if any, of the Indemnification Escrow be paid by Buyer to the Escrow Agent and disbursed by the Escrow Agent in accordance with the operative agreement governing the escrow.