Common use of Remedies; Enforcement Clause in Contracts

Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law or in equity. (ii) Each Rollover Shareholder further acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Rollover Shareholders in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent and its Affiliates will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the respective Rollover Shareholder under this Agreement. Each Rollover Shareholder agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and the right of specific performance under this Section 12(j)(ii).

Remedies; Enforcement. (ia) The parties hereto Parties agree that this Agreement shall be enforceable by all available remedies at law or in equity. (ii) Each Rollover Shareholder further acknowledges and agrees that monetary damages irreparable damage would not be an adequate remedy occur in the event that any covenant or agreement of such Rollover Shareholders in the provisions of this Agreement is were not performed in accordance with its terms, and therefore agree their specific terms or were otherwise breached. Each Party agrees that, subject to Section 11.11(b), in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, the non-breaching Party shall be entitled (in addition to and without limiting any other remedy or right that may be available to it whether in law or equity, including, subject to Section 10.03, monetary damages) to obtain (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (ii) an injunction restraining such breach or threatened breach. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that the Company shall be entitled to specific performance or any other equitable remedy to cause Parent to draw down any portion of the Debt Financing pursuant to the terms and conditions of the Commitment Letter and/or consummate the Offer only if (i) all Offer Conditions have been satisfied or its Affiliateswaived (other than those Offer Conditions that by their nature are to be satisfied immediately prior to the consummation of the Offer, but provided that such conditions would be satisfied if the time of the consummation of the Offer were such date) and Parent has failed to consummate the Offer when required to hereunder, (ii) the Debt Financing or any Alternate Financing that has been obtained as described in Section 8.02(c) has been funded or would be funded following the delivery of a drawdown notice by Parent and/or notice from Parent that the Debt Financing (or any such Alternate Financing) will be funded (and so long as no Lender has asserted any failure of any condition precedent to funding under the Commitment Letter (other than delivery of such drawdown notice) to be satisfied) (iii) the Company has irrevocably confirmed in writing to Parent and its Affiliates will have the right Lenders that if specific performance is granted and the Debt Financing is funded, then the consummation of the Offer would occur in accordance with ARTICLE 2. Without limiting the generality of Section 11.11(a), but subject to an injunctionthe limitations set forth in the first sentence of this Section 11.11(b), temporary restraining order or other equitable relief in any court following the consummation of competent jurisdiction enjoining any such breach the Offer the Parties agree and enforcing specifically acknowledge that the Company shall be entitled to specific performance to enforce the observance and performance of the terms and provisions hereof; provided, that such right including with respect to the obligation of specific performance Parent and Merger Sub to consummate the Merger. (c) Each Party further agrees that, subject to Section 11.11(b), (i) it will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the respective Rollover Shareholder under this Agreement. Each Rollover Shareholder agrees not to oppose the granting of such an injunction, specific performance and other equitable relief as provided herein on the basis that the other Parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity and (ii) no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in the event connection with or as a court determines that such a breach has occurredcondition to obtaining any remedy referred to in this Section 11.11, and each Party irrevocably waives any right it may have to waive any requirement for require the securing obtaining, furnishing or posting of any such bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and the right of specific performance under this Section 12(j)(ii)similar instrument.

Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law Law or in equity. (ii) Each Rollover Shareholder Stockholder further acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Rollover Shareholders Stockholders in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent and its Affiliates will have the right to an injunction, temporary restraining order or other equitable relief in any arbitral body or court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the respective Rollover Shareholder Roller Stockholder under this Agreement. Each Rollover Shareholder Stockholder agrees not to oppose the granting of such relief in the event an arbitral body or a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and the right of specific performance under this Section 12(j)(ii).

Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law Law or in equity. (ii) Each Rollover Shareholder Stockholder further acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Rollover Shareholders Stockholders in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent and its Affiliates will have the right to an injunction, temporary restraining order or other equitable relief in any arbitral body or court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the respective Rollover Shareholder under this Agreement. Each Rollover Shareholder Stockholder agrees not to oppose the granting of such relief in the event an arbitral body or a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and the right of specific performance under this Section 12(j)(ii).

Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law Law or in equity. (ii) Each Rollover Shareholder Stockholder further acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Rollover Shareholders Stockholders in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its AffiliatesAffiliates or the Company, Parent and its Affiliates or the Company will have the right to an injunction, temporary restraining order or other equitable relief in any arbitral body or court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the respective Rollover Shareholder under this Agreement. Each Rollover Shareholder Stockholder agrees not to oppose the granting of such relief in the event an arbitral body or a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and the right of specific performance under this Section 12(j)(ii).

Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law Law or in equity. (ii) Each Rollover Shareholder further acknowledges and agrees that Parent and/or its Affiliate would be irreparably injured by a breach of this Agreement by it and that monetary damages alone would not be an adequate remedy for any actual or threatened breach of this Agreement. Accordingly, Parent and its Affiliate shall be entitled to specific performance or injunctive or other equitable relief (without posting a bond or other security) in the event that any covenant arbitral body or agreement court of such Rollover Shareholders in competent jurisdiction to enforce or prevent any violations of any provision of this Agreement is not performed in accordance with its terms, and therefore agree thatAgreement, in addition to and without limiting any all other remedy or right available at law or in equity to Parent or its Affiliatessuch party, Parent and its Affiliates will have including the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the claim money damages for breach of the respective Rollover Shareholder under any provision of this Agreement. Each Rollover Shareholder agrees not to oppose the granting of such relief in the event an arbitral body or a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i13(j)(i) and the right of specific performance under this Section 12(j)(ii13(j)(ii). (iii) Each of Parent and Mxxxxx Sub further acknowledges and agrees that each Rollover Shareholder would be irreparably injured by a breach of this Agreement by Parent and/or Merger Sub and that monetary damages alone would not be an adequate remedy for any actual or threatened breach of this Agreement. Accordingly, each Rollover Shareholder shall be entitled to specific performance or injunctive or other equitable relief (without posting a bond or other security) in any arbitral body or court of competent jurisdiction to enforce or prevent any violations of any provision of this Agreement by Parent, Merger Sub and/or their respective Affiliates, in addition to and without limiting all other remedy or right available at law or in equity to such party, including the right to claim money damages for breach of any provision of this Agreement. Each of Parent, Mxxxxx Sub and/or their respective Affiliates agrees not to oppose the granting of such relief in the event an arbitral body or a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by a Rollover Shareholder or his/her/its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Rollover Shareholder or his/her/its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will a Rollover Shareholder be entitled to both the monetary damages under Section 13(j)(i) and specific performance under this Section 13(j)(iii).

Remedies; Enforcement. (i) The parties hereto agree that Buyer and in the event of assignment the Buyer of its rights and obligations hereunder, each holder of Securities, shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be enforceable entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law would inadequate relief to the Buyer. The Company therefore agrees that the Buyer shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and in addition to all other remedies available remedies under this Agreement and the other Transaction Documents, at law or in equityequity (including a decree of specific performance and/or other injunctive relief). (ii) Each Rollover Shareholder further acknowledges In addition to, but not in limitation of, Sections 4(i) and agrees that monetary damages would not be an adequate remedy 9(k) hereof, if (A) any Transaction Document is placed in the event that hands of an attorney for collection of any covenant amounts due thereunder or agreement enforcement, as applicable, or such amounts due thereunder are collected or such Transaction Document enforced, as applicable, through any legal proceeding or the Buyer otherwise takes action to collect amounts due under thereunder or to enforce the provisions thereof, as applicable, or (B) there occurs any bankruptcy, reorganization, receivership of such Rollover Shareholders in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent and its Affiliates will have the right to an injunction, temporary restraining order Company or other equitable relief in proceedings affecting Company creditors’ rights and involving a claim under any court of competent jurisdiction enjoining any such breach and enforcing specifically Transaction Document, then the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and Company shall pay the Merger Agreement, unless a failure to perform was primarily caused costs incurred by the breach of the respective Rollover Shareholder under this Agreement. Each Rollover Shareholder agrees not to oppose the granting of Buyer for such relief in the event a court determines that such a breach has occurredcollection, and to waive any requirement for the securing enforcement or posting of any bond action or in connection with such remedy. All rightsbankruptcy, powersreorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and the right of specific performance under this Section 12(j)(ii)disbursements.

Remedies; Enforcement. (ia) The parties hereto agree Executive understands and acknowledges that his violation of this Agreement shall be enforceable by all available remedies at law Section 12 or in equity. (ii) Each Rollover Shareholder further acknowledges and agrees that monetary damages any section thereof would not be an adequate remedy in the event that any covenant or agreement of such Rollover Shareholders in this Agreement is not performed in accordance with its termscause irreparable harm to Company, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent and its Affiliates will have the right Company would be entitled to an injunction, temporary restraining order or other equitable relief in injunction by any court of competent jurisdiction enjoining and restraining Executive from any such breach and enforcing specifically the terms and provisions hereof; providedemployment, that such right service, disclosure of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused Confidential Information or other act prohibited by the breach of the respective Rollover Shareholder under this Agreement. Each Rollover Shareholder agrees not The parties agree that nothing in this Agreement shall be construed as prohibiting Company from pursuing any remedies available to oppose it for any breach or threatened breach of this Section 12 or any section thereof, including, without limitation, the granting recovery of damages from Executive or any person or entity acting in concert with Executive. Company shall receive injunctive relief without the necessity of posting bond or other security, such relief bond or other security being hereby waived by Executive. If any part of this Section 12 or any section thereof is found to be unreasonable, then it may be amended by appropriate order of a court of competent jurisdiction to the extent deemed reasonable. Furthermore and in recognition that certain severance payments are being agreed to in reliance upon Executive’s compliance with this Section 12 during and after termination of his employment, in the event a Executive breaches any of such business protection provisions or other provisions of this Agreement, any unpaid amounts (e.g., those provided under Section 8 or 9(a)(3)) shall be forfeited and the Company shall not be obligated to make any further payments or provide any further benefits to Executive following any such breach. (b) Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, and without limiting the foregoing, if any court determines that such a breach has occurredany of the covenants set forth in Section 12 or any section thereof are overbroad under applicable law in time, and geographical scope or otherwise, the parties to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at specifically agree and authorize such court to rewrite this Agreement to reflect the maximum time, geographical and/or other restrictions permitted under applicable law or in equity shall to be cumulative reasonable and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and the right of specific performance under this Section 12(j)(ii)enforceable.

Remedies; Enforcement. (ia) The parties hereto agree Executive understands and acknowledges that his violation of this Agreement shall be enforceable by all available remedies at law Article 14 or in equity. (ii) Each Rollover Shareholder further acknowledges and agrees that monetary damages any section thereof would not be an adequate remedy in the event that any covenant or agreement of such Rollover Shareholders in this Agreement is not performed in accordance with its termscause irreparable harm to Company, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent and its Affiliates will have the right Company would be entitled to an injunction, temporary restraining order or other equitable relief in injunction by any court of competent jurisdiction enjoining and restraining Executive from any such breach and enforcing specifically the terms and provisions hereof; providedemployment, that such right service, disclosure of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused Confidential Information or other act prohibited by the breach of the respective Rollover Shareholder under this Agreement. Each Rollover Shareholder agrees not The parties agree that nothing in this Agreement shall be construed as prohibiting Company from pursuing any remedies available to oppose it for any breach or threatened breach of this Article 12 or any section thereof, including, without limitation, the granting recovery of damages from Executive or any person or entity acting in concert with Executive. Company shall receive injunctive relief without the necessity of posting bond or other security, such relief bond or other security being hereby waived by Executive. If any part of this Article 12 or any section thereof is found to be unreasonable, then it may be amended by appropriate order of a court of competent jurisdiction to the extent deemed reasonable. Furthermore and in recognition that certain severance payments are being agreed to in reliance upon Executive’s compliance with this Article 12 during and after termination of his employment, in the event a Executive breaches any of such business protection provisions or other provisions of this Agreement, any unpaid amounts (e.g., those provided under Paragraphs 8 or 9(a)(2)) shall be forfeited and Company shall not be obligated to make any further payments or provide any further benefits to Executive following any such breach. (b) Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, and without limiting the foregoing, if any court determines that such a breach has occurredany of the covenants set forth in Article 12 or any section thereof are overbroad under applicable law in time, and geographical scope or otherwise, the parties to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at specifically agree and authorize such court to rewrite this Agreement to reflect the maximum time, geographical and/or other restrictions permitted under applicable law or in equity shall to be cumulative reasonable and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and the right of specific performance under this Section 12(j)(ii)enforceable.

Remedies; Enforcement. (ia) The parties hereto agree that Upon any breach of this Agreement shall be enforceable by all available remedies at law a Subordinated Credit Party, the Subordinated Agent or in equity. (ii) Each Rollover Shareholder further acknowledges any Subordinated Lender, the Agent may, by written notice to the Borrowers, declare the Senior Debt immediately due and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Rollover Shareholders in this Agreement is not performed in accordance with its termspayable, and therefore agree that, may sue xxx receive from the Subordinated Lenders any payment received in violation of this Agreement. The rights and remedies of the Agent and the Senior Lenders hereunder are cumulative and in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent rights and its Affiliates will have remedies of the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement Agent and the Merger Agreement, unless a failure to perform was primarily caused Senior Lender under the Senior Credit Agreement or any other agreement which may now or hereafter exist in law or at equity. No postponement or delay by the breach of the respective Rollover Shareholder under this Agreement. Each Rollover Shareholder agrees not to oppose the granting of such relief Agent or any Senior Lender in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting enforcement of any bond in connection with such remedy. All rightsright hereunder shall constitute a waiver thereof, powers, and remedies provided under this Agreement nor shall any single or otherwise available in respect hereof at law partial exercise of any right hereunder preclude any other or in equity shall be cumulative and not alternative, and the further exercise thereof or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in Without limiting the foregoing, under no circumstances will Parent be entitled the Agent and each Senior Lender (in accordance with the Senior Credit Agreement) is hereby authorized to both demand specific performance of the monetary damages under Section 12(j)(i) provisions of this Agreement, whether or not any Credit Party shall have complied with any of the provisions hereof applicable to it, at any time when any Credit Party, the Subordinated Agent or any holder of the Subordinated Debt shall have failed to comply with any of the provisions of this Agreement applicable to it. The Subordinated Agent and the right holders of the Subordinated Debt hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance under performance. (b) The Subordinated Agent and the holders of the Subordinated Debt hereby acknowledge that the provisions of this Section 12(j)(ii)Agreement are intended to be enforceable at all times, whether before or after the commencement of a proceeding in connection with or premised on the occurrence of a Bankruptcy Event.

Remedies; Enforcement. (i) Upon any breach of this Section 4 by the Company, any other Credit Party or the Subordinated Seller, the Administrative Agent (or CMP with respect to any Senior Indebtedness under the Senior Subordinated Credit Agreement) may, by written notice to the Company and Gerber, declare the Senior Indebtedness immediately due and payable, and may sue xxx receive from the Subordinated Seller any payment received in violation of this Section 4. The parties hereto agree that rights and remedies of the Administrative Agent and the Senior Lenders under this Agreement Section 4 are cumulative and in addition to any other rights and remedies of the Administrative Agent and the Senior Lenders under the Senior Debt Documents or any other agreement which may now or hereafter exist in law or at equity. No postponement or delay by the Administrative Agent or any Senior Lender in the enforcement of any right under this Section 4 shall be enforceable by all available remedies constitute a waiver thereof, nor shall any single or partial exercise of any right under this Section 4 preclude any other or further exercise thereof or the exercise of any other right. Without limiting the foregoing, the Administrative Agent and each Senior Lender (in accordance with the Senior Debt Documents) is hereby authorized to demand specific performance of the provisions of this Section 4, whether or not any Credit Party shall have complied with any of the provisions hereof applicable to it, at any time when any Credit Party, the Subordinated Seller or any other holder of the Subordinated Indebtedness shall have failed to comply with any of the provisions of this Section 4 applicable to it. The holders of the Subordinated Indebtedness hereby irrevocably waive any defense based on the adequacy of a remedy at law or in equitythat might be asserted as a bar to such remedy of specific performance. (ii) Each Rollover Shareholder further The Subordinated Seller hereby acknowledges and agrees that monetary damages would not the provisions of this Section 4 are intended to be an adequate remedy in enforceable at all times until the event that any covenant or agreement of such Rollover Shareholders in this Credit Agreement is not performed no longer in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent and its Affiliates will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement effect and the Merger AgreementSenior Indebtedness has been paid in full, unless whether before or after the commencement of a failure to perform was primarily caused by the breach of the respective Rollover Shareholder under this Agreement. Each Rollover Shareholder agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond proceeding in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and premised on the exercise or beginning occurrence of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and the right of specific performance under this Section 12(j)(ii)a Bankruptcy Event.

Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law Law or in equity. (ii) Each Rollover Shareholder further acknowledges and agrees that Parent and/or its Affiliate would be irreparably injured by a breach of this Agreement by it and that monetary damages alone would not be an adequate remedy for any actual or threatened breach of this Agreement. Accordingly, Parent and its Affiliate shall be entitled to specific performance or injunctive or other equitable relief (without posting a bond or other security) in the event that any covenant arbitral body or agreement court of such Rollover Shareholders in competent jurisdiction to enforce or prevent any violations of any provision of this Agreement is not performed in accordance with its terms, and therefore agree thatAgreement, in addition to and without limiting any all other remedy or right available at law or in equity to Parent or its Affiliatessuch party, Parent and its Affiliates will have including the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the claim money damages for breach of the respective Rollover Shareholder under any provision of this Agreement. Each Rollover Shareholder agrees not to oppose the granting of such relief in the event an arbitral body or a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i13(j)(i) and the right of specific performance under this Section 12(j)(ii13(j)(ii). (iii) Each of Parent and Xxxxxx Sub further acknowledges and agrees that each Rollover Shareholder would be irreparably injured by a breach of this Agreement by Parent and/or Merger Sub and that monetary damages alone would not be an adequate remedy for any actual or threatened breach of this Agreement. Accordingly, each Rollover Shareholder shall be entitled to specific performance or injunctive or other equitable relief (without posting a bond or other security) in any arbitral body or court of competent jurisdiction to enforce or prevent any violations of any provision of this Agreement by Parent, Merger Sub and/or their respective Affiliates, in addition to and without limiting all other remedy or right available at law or in equity to such party, including the right to claim money damages for breach of any provision of this Agreement. Each of Parent, Xxxxxx Sub and/or their respective Affiliates agrees not to oppose the granting of such relief in the event an arbitral body or a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by a Rollover Shareholder or his/her/its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Rollover Shareholder or his/her/its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will a Rollover Shareholder be entitled to both the monetary damages under Section 13(j)(i) and specific performance under this Section 13(j)(iii).

Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law or in equity. (ii) Each The Rollover Shareholder further acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such the Rollover Shareholders Shareholder in this Agreement is not performed in accordance with its terms, and therefore agree agrees that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent and its Affiliates will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the respective Rollover Shareholder under this Agreement. Each The Rollover Shareholder agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and the right of specific performance under this Section 12(j)(ii).

Remedies; Enforcement. (ia) The parties hereto Subject to Section 10.11(b), the Parties agree that this Agreement shall be enforceable by all available remedies at law or in equity. (ii) Each Rollover Shareholder further acknowledges and agrees that monetary damages irreparable damage would not be an adequate remedy occur in the event that any covenant or agreement of such Rollover Shareholders in the provisions of this Agreement is were not performed in accordance with its termstheir specific terms or were otherwise breached. Each Party agrees that in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, and therefore agree thatsubject to Section 10.11(b), the non-breaching Party shall be entitled (in addition to and without limiting any other remedy or right that may be available to Parent it whether in law or its Affiliatesequity, Parent and its Affiliates will have the right including, subject to an injunctionSection 9.03, temporary restraining monetary damages) to obtain (i) a decree or order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will to enforce the observance and performance of such covenant or obligation and (ii) an injunction restraining such breach or threatened breach. (b) Notwithstanding anything to the contrary in this Agreement, each Party agrees that the right of the Company to obtain and injunction, or other appropriate form of specific performance or equitable relief, in each case, solely with respect to causing Parent and Merger Sub to cause the Equity Financing to be available to Parent only if Parent has performed in all material respects its obligations funded (whether under this Agreement or the Equity Commitment Letters) shall be subject to the requirements that: (i) with respect to any funding of the Equity Financing to occur at the Closing, all the conditions set forth in Section 8.01 and Section 8.02 would have been satisfied if the Closing were to have occurred at such time (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied at the Closing); (ii) the Debt Financing (or, in the case Alternative Debt Financing has been obtained in accordance with Section 7.03(c), such Alternate Debt Financing) has been funded or would be funded in accordance with the terms thereof at the Closing (solely as to the portion necessary to consummate the Closing), if the Equity Financing is funded at the Closing; (iii) Parent and Merger Sub fail to complete the Closing in accordance with Section 2.01, and; (c) the Company has irrevocably confirmed to Parent in writing that (A) all conditions in Section 8.03 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or that it is willing to waive any such open conditions, and (B) if specific performance is granted and if the Equity Financing and the Merger AgreementDebt Financing were funded, unless a failure to perform was primarily caused by the breach of the respective Rollover Shareholder under this Agreement. Closing would occur. (d) Each Rollover Shareholder Party further agrees that (i) it will not to oppose the granting of such an injunction, specific performance and other equitable relief as provided herein on the basis that the other Parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity and (ii) no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in the event connection with or as a court determines that such a breach has occurredcondition to obtaining any remedy referred to in this Section 10.11, and each Party irrevocably waives any right it may have to waive any requirement for require the securing obtaining, furnishing or posting of any such bond in connection with such remedyor similar instrument. All rights, powers, and remedies provided under The Company’s right to seek specific performance pursuant to this Agreement or otherwise available in respect hereof at law or in equity Section 10.11 shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and include the right of specific performance under this Section 12(j)(ii)the Company to cause Parent and/or Merger Sub to fully enforce the terms of the Commitment Letters, including by requiring Parent and/or Merger Sub to file one or more Proceedings against any party to the Commitment Letters to fully enforce the obligations of such party therein.