Exclusive Remedy; Specific Performance. The remedies set forth in this Article VI (together with the termination rights contained in this Agreement) constitute the parties’ exclusive remedies arising out of or in connection with this Agreement. Notwithstanding the foregoing, in the event of a party’s willful breach of the terms of this Agreement, the non-breaching party shall be entitled to relief consisting of a judicial order of specific performance by the breaching party, which shall be cumulative with any other legally available remedies.
Exclusive Remedy; Specific Performance. (a) The provisions of this Section 7 constitute the sole and exclusive remedies for recovery of Losses or other claims relating to or arising from this Agreement or in connection with the transactions contemplated hereby. The provisions of this Section 7.8 shall not, however, prevent or limit a cause of action hereunder with respect to fraud or intentional misrepresentation.
(b) Notwithstanding anything in this Agreement to the contrary, the parties agree that irreparable damage would occur in the event that any of the obligations, undertakings, covenants or agreements contained in this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, without any bond or other security being required, and to enforce specifically the terms and provisions of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy, this being in addition to any other remedy to which the parties are entitled at law or in equity. Without limiting the generality of the foregoing, if all of the conditions set forth in Section 6 hereof have been satisfied or waived (other than those conditions which by their terms are to be satisfied or waived at the Closing) then commencing on the date hereof, each party hereto shall be entitled to cause the other parties hereto to consummate the Closing by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy, this being in addition to any other remedy to which the parties are entitled at law or in equity.
Exclusive Remedy; Specific Performance. (a) The Parties acknowledge and agree that, from and after the Closing, this Article 7 (including Section 7.4 and Section 7.5) shall provide the Parties’ sole and exclusive monetary remedy with respect to any matter or claim arising out of, relating to or in connection with any of the Transaction Documents or any of the transactions contemplated thereby, except that any such claim or matter based upon fraud shall not be subject to or limited by this Article 7. All indemnification payments made by Seller hereunder shall be treated by the Parties as adjustments to the Purchase Price for tax purposes unless otherwise required by Applicable Law.
(b) Each of the Parties further acknowledges and agrees that the other Party would be damaged irreparably in the event that any of the covenants and agreements set forth in this Agreement are not performed in accordance with their specific terms or are otherwise breached or violated. Accordingly, each of the Parties agrees that, without posting bond or other undertaking, the other Party shall be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action, suit or other proceeding instituted in any court of 4136-8572-7307.8 the United States or any state thereof having jurisdiction over the parties and the matter. Each Party further agrees that, in the event of any action for specific performance in respect of such breach or violation, it shall not assert the defense that a remedy at law would be adequate.
Exclusive Remedy; Specific Performance. Each Indemnified Party’s rights to indemnification as set forth in this Article 11 shall be such Indemnified Party’s exclusive remedy with respect to any and all claims against an Indemnifying Party arising out of or relating to this Agreement, except (a) with respect to Losses arising from claims of fraudulent acts and (b) that an Indemnified Party may seek and obtain appropriate injunctive or other equitable relief to prevent breaches of this Agreement or to enforce specifically the terms and provisions contained herein, and for payment of the legal and other costs and expenses incurred in enforcing its rights under this Agreement.
Exclusive Remedy; Specific Performance. (a) The parties acknowledge and agree that, from and after the Closing, the indemnification and enforcement rights provided in this Section 18 will be the sole and exclusive remedy available to the parties for any claim or cause of action arising out of or in respect of any breach of this Agreement (but not any of the other Transaction Documents), other than any claim or cause of action based upon fraud.
(b) The parties acknowledge and agree that, from and after the Closing, a violation of any of the covenants or agreements contained in this Agreement which survive the Closing will cause the parties irreparable injury for which adequate remedy at law is not available. Accordingly, it is agreed that each party will be entitled to an injunction, restraining order or other equitable relief to prevent breaches of such covenants and agreements and to enforce specifically the terms and provisions thereof in any court of competent jurisdiction, in addition to any other remedy to which it may be entitled at law or in equity.
Exclusive Remedy; Specific Performance. The parties acknowledge that except in the case of fraud, their sole remedy after the Closing Date for any breach of any representation or warranty contained in this Agreement shall be the indemnification provisions set forth in this Article IX. Notwithstanding the foregoing, nothing herein shall be construed or interpreted as limiting or impairing the rights or remedies that any party hereto may have at equity, including, but not limited to, specific performance and injunctive relief, where available.
Exclusive Remedy; Specific Performance. (a) The Parties acknowledge and agree that, from and after the Closing, this Article 7 (including Section 7.4 and Section 7.5) shall provide the Parties’ sole and exclusive monetary remedy with respect to any matter or claim arising out of, relating to or in connection with any of the Transaction Documents or any of the transactions contemplated thereby. All indemnification payments made by Seller hereunder shall be treated by the Parties as adjustments to the Purchase Price for tax purposes unless otherwise required by Applicable Law.
(b) Each of the Parties further acknowledges and agrees that the other Party would be damaged irreparably in the event that any of the covenants and agreements set forth in this Agreement are not performed in accordance with their specific terms or are otherwise breached or violated. Accordingly, each of the Parties agrees that, without posting bond or other undertaking, the other Party shall be entitled to seek an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action, suit or other proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter. Each Party further agrees that, in the event of any action for specific performance in respect of such breach or violation, it shall not assert the defense that a remedy at law would be adequate.
Exclusive Remedy; Specific Performance. Each Party acknowledges and agrees that the foregoing indemnification provisions in this Article VIII shall be the sole and exclusive remedy after Closing with respect to any and all Damages incurred, resulting or arising under Section 8.1 and Section 8.2; provided, however that this Article VIII shall not prohibit specific performance or other equitable relief as described in this Section 8.9. Each Party hereby acknowledges that the rights of each Party to consummate the transactions contemplated hereby are special, unique and of extraordinary character and that, in the event that any Party violates or fails or refuses to perform any covenant or agreement made by it herein, the non-breaching Party may be without an adequate remedy at law. In the event that any Party violates or fails or refuses to perform any covenant or agreement made by such Party herein, the non-breaching Party may, subject to the terms hereof, institute and prosecute an action in any court of competent jurisdiction to enforce specific performances of such covenant or agreement or seek any other equitable relief.
Exclusive Remedy; Specific Performance. The indemnity provided in this Article VII, as it relates to a breach of a representation or warranty set forth in Section 4.7 or this Article VII, or any failure to perform any covenant or agreement contained in Article VII, or any failure of Seller or any member of the Subject Company Group to comply with their obligations under any of (A) the third sentence of Section 2.3, (B) the first proviso clause contained in Section 6.7(e), (C) Section 6.7(i), (D) the third sentence of Section 6.9, or (E) the second sentence of Section 6.17 shall, following the Closing, be the exclusive remedy with respect to matters addressed by such covenant, agreement, representation or warranty; provided, however, that an indemnified party may sxx for damages for breach of the indemnity provided in this Article VII or obtain specific performance with respect to a breach of the covenants and agreements contained in this Article VII (other than Section 7.2(a) or 7.2(b)) hereof, as to the breach of which a Purchaser Indemnified Party may sxx for damages). In any action for specific performance by a Purchaser Indemnified Party, Seller shall waive any defense that there is an adequate remedy at law.
Exclusive Remedy; Specific Performance. The indemnity provided in this Article XI, as it relates to a breach of a representation or warranty or a failure to perform any covenant or agreement (other than the breach of a representation or warranty set forth in Section 4.7 or covenants contained in Article VII as to which Article VII shall govern), shall, following the Closing, be the exclusive remedy (other than any remedy where Purchaser is successful in proving that Seller actually intended to commit a fraud) with respect to matters addressed by such covenant, agreement, representation or warranty.
