Remedies of Parent and Merger Sub. Notwithstanding any other provision of this Agreement, the parties hereto agree that irreparable damage would occur to Parent and Merger Sub, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any of the provisions of this Agreement were not performed by the Company in accordance with their specific terms or were otherwise breached by the Company (or the Company threatens such a breach). It is accordingly agreed that in the event of a breach or threatened breach of this Agreement by the Company, Parent and Merger Sub shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Company and to enforce specifically the terms and provisions of this Agreement against the Company, in addition to any other remedy to which they are entitled at law or in equity and it is further agreed that no bond shall be required to be posted by Parent or Merger Sub in connection with the issuance of any injunctive relief. The Company irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by Parent or Merger Sub. For the avoidance of doubt, in no event shall the Company or any person acting on behalf of, or claiming rights through, the Company be entitled to seek specific performance, injunctive relief or other equitable relief to enforce any obligations of Parent or Merger Sub under this Agreement or any other Person under any other agreement or arrangement relating to or arising from the transactions contemplated by this Agreement; provided, however, that the Company shall be entitled to seek injunctive relief to enforce the Confidentiality Agreement and/or the Escrow Agreement, but only to the extent and in the circumstances that such agreements specifically provide for such relief.
Remedies of Parent and Merger Sub. (i) Specific Performance. Prior to the valid termination of this Agreement pursuant to Article VII, Parent and Merger Sub shall be entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent breaches of this Agreement by the Company and to enforce specifically the terms and provisions hereof, including the Company’s obligation to consummate the Merger.
Remedies of Parent and Merger Sub
