Common use of Reliance; Enforcement Clause in Contracts

Reliance; Enforcement. This letter agreement may be relied upon only by Parent, provided that the Company may rely upon and enforce this letter agreement as an express third-party beneficiary hereof, solely to the extent that (A) the Company is awarded specific performance of Parent’s obligation to cause the Equity Funding to be funded in accordance with the terms and conditions set forth in Section 8.08 of the Merger Agreement, (B) the Company is enforcing its rights to consent to certain matters as provided for herein or (C) the Company is enforcing the Equity Investors’ obligations to fund the Expenses Amount in accordance with the terms and conditions of this letter agreement. Each Equity Investor agrees (a) not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason and (b) any party seeking an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement in accordance with this Section 5 shall not be required to provide proof of damages or any bond or other security as a prerequisite to obtaining such an order, injunction or other equitable relief. Except as set forth in the first section of this Section 5, nothing set forth in this letter agreement, express or implied, shall be construed to confer upon or give any person other than Parent any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Aggregate Commitment or any Maximum Investor Commitment or any provisions of this letter agreement. Parent’s creditors (other than the Company) shall have no right to enforce this letter agreement or to cause Parent to enforce this letter agreement. For the avoidance of doubt and notwithstanding anything to the contrary contained herein or in the Merger Agreement, and notwithstanding that this letter agreement is referred to in the Merger Agreement, except as set forth in this Section 5, no party (including neither the Company nor any of its respective Subsidiaries or Affiliates) other than Parent, shall have any rights against the undersigned pursuant to this letter agreement.

Reliance; Enforcement. This letter agreement may be relied upon only by Parent, provided that provided, that, the Company may rely upon and enforce this letter agreement as an express third-party beneficiary hereof, solely of this letter agreement to the extent that that: (Aa) the Company is awarded specific performance of Parent’s or Merger Sub’s obligation to cause the Equity Funding Financing to be funded in accordance with the terms and conditions set forth in Section 8.08 9.12 of the Merger Agreement, ; or (Bb) the Company is enforcing its rights to consent to certain matters as provided for herein or (C) the Company is enforcing the Equity Investors’ obligations to fund the Expenses Amount in accordance with the terms and conditions of this letter agreement. Each Equity Investor agrees agrees: (ai) not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law law or inequitable for any reason other than as a result of (x) defenses to the payment of the Offer Amount or the Merger Amount that would be available to Merger Sub or Parent under the Merger Agreement, and/or (y) the limitations set forth in Section 9.12 of the Merger Agreement; and (bii) any party seeking an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement in accordance with this Section 5 shall not be required to provide proof of damages or any bond or other security as a prerequisite to obtaining such an order, injunction or other equitable relief. Except as set forth in the first section foregoing sentences of this Section 5, nothing set forth in this letter agreement, express or implied, shall be construed to confer upon or give any person other than Parent any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Aggregate Commitment or any Maximum Investor Commitment or any provisions of this letter agreement. Parent’s creditors (other than the Company) shall have no right to enforce this letter agreement or to cause Parent to enforce this letter agreement. For the avoidance of doubt and notwithstanding anything to the contrary contained herein or in the Merger Agreement, and notwithstanding that this letter agreement is referred to in the Merger Agreement, except as set forth in this Section 5, no party (including neither the Company nor and any of its respective Subsidiaries or Affiliates) other than Parent, shall have any rights against the undersigned pursuant to this letter agreement.

Reliance; Enforcement. This letter agreement may be relied upon only by Parent, provided that provided, that, the Company may rely upon and enforce this letter agreement as an express third-party beneficiary hereof, solely of this letter agreement and may cause the Investor to perform its obligations hereunder to the extent that that: (Aa) the Company is awarded specific performance of Parent’s or Merger Sub’s obligation to cause the Cash Equity Funding to be funded in accordance with the terms and conditions set forth in Section 8.08 9.10 of the Merger Agreement, ; or (Bb) the Company is enforcing its rights to consent to certain matters as provided for herein or (C) the Company is enforcing the Equity Investors’ obligations to fund the Expenses Amount in accordance with the terms and conditions of this letter agreement. Each Equity The Investor agrees agrees: (ai) not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law law or inequitable for any reason (other than as a result of (x) defenses to the payment of Merger Amounts that would be available to Merger Sub or Parent under the Merger Agreement and/or (y) the limitations set forth in Section 9.10 of the Merger Agreement); and (bii) any party seeking an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement in accordance with this Section 5 shall not be required to provide proof of damages or any bond or other security as a prerequisite to obtaining such an order, injunction or other equitable relief. Except as set forth in the first section foregoing sentences of this Section 5, nothing set forth in this letter agreement, express or implied, shall be construed to confer upon or give any person Person other than Parent any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Aggregate Commitment or any Maximum Investor Commitment or any provisions of this letter agreement. Parent’s creditors (other than the Company) shall have no right to enforce this letter agreement or to cause Parent to enforce this letter agreement. For the avoidance of doubt and notwithstanding anything to the contrary contained herein or in the Merger Agreement, and notwithstanding that this letter agreement is referred to in the Merger Agreement, except as set forth in this Section 5, no party (including neither the Company nor and any of its respective Subsidiaries or Affiliates) other than Parent, shall have any rights against the undersigned Investor pursuant to this letter agreement.

Reliance; Enforcement. This letter agreement may be relied upon only by Parent, provided that provided, that, the Company may rely upon and enforce this letter agreement as an express third-party beneficiary hereof, solely of this letter agreement to the extent that that: (Aa) the Company is awarded specific performance of Parent’s or Purchaser’s obligation to cause the Equity Funding Financing to be funded in accordance with the terms and conditions set forth in Section 8.08 9.5(c) of the Merger Agreement, ; or (Bb) the Company is enforcing its rights to consent to certain matters as provided for herein or (C) the Company is enforcing the Equity Investors’ obligations to fund the Expenses Amount in accordance with the terms and conditions of this letter agreement. Each Equity Investor agrees agrees: (ai) not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law law or inequitable for any reason (other than as a result of defenses to the payment of the Offer Amount or the Merger Amount that would be available to Purchaser or Parent under the Merger Agreement); and (bii) any party seeking an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement in accordance with this Section 5 shall not be required to provide proof of damages or any bond or other security as a prerequisite to obtaining such an order, injunction or other equitable relief. Except as set forth in the first section foregoing sentences of this Section 5, nothing set forth in this letter agreement, express or implied, shall be construed to confer upon or give any person other than Parent any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Aggregate Commitment or any Maximum Investor Commitment or any provisions of this letter agreement. Parent’s creditors (other than the Company) shall have no right to enforce this letter agreement or to cause Parent to enforce this letter agreement. For the avoidance of doubt and notwithstanding anything to the contrary contained herein or in the Merger Agreement, and notwithstanding that this letter agreement is referred to in the Merger Agreement, except as set forth in this Section 5, no party (including neither the Company nor any of its respective Subsidiaries or Affiliates) other than Parent, shall have any rights against the undersigned pursuant to this letter agreement.