No Specific Performance. The Sellers agree that notwithstanding any breach by Purchaser of this Agreement, none of the Sellers or any of their respective Affiliates shall be entitled to specific performance of any covenants, agreements or other provisions hereof or any other injunctive or other equitable relief hereunder.
No Specific Performance. Neither party hereunder shall be entitled to specific performance of this Agreement.
No Specific Performance. Under no circumstances shall Buyer be entitled to specific performance of this Agreement.
No Specific Performance. Each party hereto agrees and acknowledges that (i) no party shall be entitled to an injunction or injunctions or other equitable relief to prevent any breach or threatened breach of this Agreement or to enforce specifically any of the terms and provisions hereof; (ii) each party’s sole and exclusive remedies shall be the remedies available at law; (iii) under no circumstance shall the Purchaser, on one hand, and the Sellers and the Company collectively, on the other hand, be entitled to recover an aggregate amount under such remedies that is in excess of US$80,000,000;and (iv) in the event that any of the provisions of this Agreement are not performed by any other party in accordance with their specific terms or are otherwise breached, each party shall not allege, and hereby waives, any claim that such remedies at law are inadequate; provided that prior to the termination of this Agreement, each party shall be entitled to apply to an arbitral tribunal or competent court for an interim injunction or injunctions to prevent any breach or threatened breach of Section 5.9 (Confidentiality) or Section 5.16 (No Solicitation).
No Specific Performance. Each party hereby agrees that: (a) the sole and exclusive remedy available to any party against any other party for breach of this Agreement shall be to recover money damages for Losses; (b) in the event any provision of this Agreement is not performed by any party in accordance with its specific terms or is otherwise breached, (A) money damages for Losses will provide such party with an adequate remedy and (B) no person or entity or any of its affiliates shall have any right to enforce specifically with respect to any party the terms and provisions of this Agreement and shall not be entitled to an injunction, injunctions or any form of equitable relief to prevent breaches by any party of this Agreement. Additionally, the aggregate liability of each Investor under this Agreement for any reason (under any legal theory), including for any willful breach, shall not exceed 120% of such Investor’s Total Investor Commitment Amount calculated as of the date hereof. “Loss” or “Losses” shall mean any and all liabilities, losses, costs or damages, including reasonable attorneys’ fees and expenses, but excluding lost profits, lost revenues, lost opportunities, punitive damages and other special damages regardless of the legal theory. In no event shall “Losses” be calculated based on any multiple of lost earnings or other similar methodology used to value the equity of the Company or any other person or entity.
No Specific Performance. The parties acknowledge and agree that no party shall be entitled to seek or obtain an injunction or injunctions to prevent breaches of this Agreement by the other parties or to enforce specifically the terms and provisions of this Agreement and that the sole and exclusive remedy of (i) the Company, the Company’s stockholders, any of their respective Affiliates or any other Person with respect to any such breach shall be as set forth in Section 8.2(b), and (ii) Parent, Parent’s stockholders, Merger Sub, any of their respective Affiliates or any other Person with respect to any such breach shall be as set forth in Section 8.2(a).
No Specific Performance. Investor specifically agrees that Investor shall not be entitled, in the event of a breach by Sunrise, to enforcement of this Agreement by a decree of specific performance or injunctive relief requiring Sunrise to fulfill its obligations under this Agreement. Investor hereby knowingly and intentionally waives any such right of specific performance or injunctive relief in favor of Investor's right to recover liquidated damages as set forth in Section 11.2(a) above for Sunrise's breach.
No Specific Performance. The Investor and the Joint Venture specifically agree that the Joint Venture shall not be entitled, in the event of a breach by Sunrise, to enforcement of this Agreement by a decree of specific performance or injunctive relief requiring Sunrise to fulfill its obligations under this Agreement. The Investor and the Joint Venture hereby knowingly and intentionally waive any such right of specific performance or injunctive relief in favor of the Joint Venture’s right to recover liquidated damages as set forth in Section 11.2(a) above for Sunrise’s breach.
No Specific Performance. The parties hereto represent and acknowledge that the remedies provided at law for any violation by either party of its obligations set forth in this Agreement would be adequate and, as a result, each party hereto hereby disclaims and waives any right to seek or obtain specific performance for any violation of its rights set forth in this Agreement. Notwithstanding the preceding sentence, the liquidated damages and expense reimbursements provided for by Section 9.3 shall constitute the sole remedy available to the parties with respect to the matters covered thereby, and either party may seek specific performance of any obligation of another party to pay such liquidated damages or expense reimbursements.
No Specific Performance. Notwithstanding anything else in this Agreement to the contrary, the parties hereto agree that the parties shall not be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of any of the terms and provisions of this Agreement.
