Equitable Principles Limitation. Each of our opinions is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles:
(a) governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made;
(b) affording equitable defenses (e.g., waiver, laches, and estoppel) against a party seeking enforcement;
(c) requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;
(d) requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract;
(e) requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement;
(f) requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement; and
(g) affording defenses based upon the unconscionability of the enforcing party’s conduct after the parties have entered into the contract.
Equitable Principles Limitation. Each of our opinions is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles:
Equitable Principles Limitation. Each of our opinions is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles:
a. governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made;
b. affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement;
c. requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;
d. requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract;
e. requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement;
f. requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement; and
g. affording defenses based upon the unconscionability of the enforcing party's conduct after the parties have entered into the contract.
Equitable Principles Limitation. Each of our opinions as to the validity, binding effect or enforceability of any of the Transaction Documents or to the availability of injunctive relief and other equitable remedies is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles:
a. governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made;
b. affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement;
c. requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;
d. requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract;
e. requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement;
f. requiring consideration of the impracticability, illegality or impossibility of performance at the time of attempted enforcement; and
g. affording defenses based upon the unconscionability of the enforcing party’s conduct after the parties have entered into the contract.
Equitable Principles Limitation. Each of our opinions regarding the validity, binding effect and enforceability of any Transaction Document is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles:
a. governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made;
b. affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement;
c. requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;
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d. requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract;
e. requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement;
f. requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement; and
g. affording defenses based upon the unconscionability of the enforcing party's conduct after the parties have entered into the contract.
Equitable Principles Limitation. Each of our opinions is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles:
(a) governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made;
(b) affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement;
(c) requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;
(d) requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract;
(e) requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement;
(f) requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement; and
(g) affording defenses based upon the unconscionability of the enforcing party's conduct after the parties have entered into the contract.
Equitable Principles Limitation. Each of our opinions in our letter is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles:
(a) governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made;
(b) affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement;
(c) requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;
(d) requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract;
(e) requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement;
(f) requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement (other than with respect to the required payment of money pursuant to the provisions of applicable agreements); and
(g) affording defenses based upon the unconscionability of the enforcing party's conduct after the parties have entered into the contract.
Equitable Principles Limitation. Each of the Specified Opinions is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles:
(a) governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made;
(b) affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement;
(c) requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;
(d) requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract;
(e) requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement;
(f) requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement;
(g) affording defenses based upon the unconscionability of the enforcing party’s conduct after the parties have entered into the contract; and
(h) that may permit a party that has materially failed to render or offer performance required by a contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance, or (ii) it was important in the circumstances to the aggrieved party that performance occur by the date stated in the contract.
Equitable Principles Limitation. Our opinions are subject to the effect of general principles of equity, whether applied by a court of law or equity, including without limitation, principles:
(a) governing the availability of specific performance, injunctive relief or other equitable remedies;
(b) affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement;
(c) requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;
(d) requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement;
(e) requiring consideration of the materiality of the consequences of the breach to the party seeking enforcement;
(f) requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement; and
(g) affording defenses based on the unconscionability of the enforcing party’s conduct after the parties have entered into the contract.
Equitable Principles Limitation. Each of our opinions is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles:
a. governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made;
b. affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement;
c. requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;
A-1 143 d. requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract;
