Common use of Exclusive Remedy; Specific Performance Clause in Contracts

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 Other than with respect to equitable remedies, such as specific performance, injunction and as permitted herein, with respect to the Investor, following the Closing, the indemnity provisions of this Section 7 7.8 shall constitute the sole and exclusive remedies legal remedy of the Investor and its respective Affiliates, directors, limited partners, members, stockholders, officers, employees and agents for recovery any breach or nonperformance of Losses any of the representations, warranties, covenants or other claims relating agreements made by any Warrantors in or pursuant to any Transaction Documents, whether in contract, tort or otherwise, arising from this Agreement under or in connection with any Transaction Documents contemplated hereby or thereby. No Person who was an officer, director or stockholder of any Group Company prior to the transactions contemplated hereby. The provisions relevant Closing or any of this their respective Affiliates shall have any liability to make any payment in respect of any breach of any representation or warranty or non-performance of any covenants or agreement made in or pursuant to the Transaction Documents, expect for the Warrantors’ indemnification obligations under Section 7.8 shall not, however, prevent or limit a cause of action hereunder with respect to fraud or intentional misrepresentation. (b) hereunder. Notwithstanding anything in this Agreement to the contrarycontrary set forth herein, the parties Parties acknowledge and agree that irreparable damage harm may occur for which money damages would occur not be an adequate remedy in the event that any of the obligations, undertakings, covenants or agreements contained in provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it It is accordingly agreed that the parties Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, without any bond or other security being required, Agreement 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 equityAgreement.

Exclusive Remedy; Specific Performance. (a) The Except as otherwise provided in this Section 10.6, Section 6.3 and Section 11.2, the provisions of this Section 7 Article 10 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 herebyTransactions. The provisions of this Section 7.8 10.6 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 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 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 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 Article 8 and Article 9 hereof have been satisfied or waived (other than those conditions which by their terms are to be satisfied or waived at the First Closing or the Second Closing, as the case may be) then commencing on the date hereof, each party Party hereto shall be entitled to cause the other parties Parties hereto to consummate the First Closing or the Second Closing, as the case may be, 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 Parties are entitled at law or in equity; provided, however, that Sellers shall not be entitled to cause the Buyer or Parent to consummate the First Closing.

Exclusive Remedy; Specific Performance. (a) The Except as otherwise provided in this Section 9.6, Section 6.3 and Section 10.2, the provisions of this Section 7 Article 9 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 herebyTransactions. The provisions of this Section 7.8 9.6 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 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 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 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 Article 8 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 Party hereto shall be entitled to cause the other parties 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 Parties are entitled at law or in equity; provided, however, that Sellers shall not be entitled to cause the Buyer or Parent to consummate the Closing.