Remedies; Specific Performance. In the event that any Party shall fail or refuse to consummate the Contemplated Transactions or if any default under or breach of any representation, warranty, covenant or condition of this Agreement on the part of any Party (the “Defaulting Party”) shall have occurred that results in the failure to consummate the Contemplated Transactions, then in addition to the other remedies provided herein, the non-defaulting Party (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 24 contracts
Samples: Agreement and Plan of Merger and Reorganization (Clean Coal Technologies Inc.), Agreement and Plan of Merger and Reorganization (Makamer Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Brownie's Marine Group, Inc)
Remedies; Specific Performance. In the event that any Party shall fail or refuse to consummate the Contemplated Transactions or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party (the “Defaulting Party”) shall have occurred that results in the failure to consummate the Contemplated Transactions, then in addition to the other remedies provided herein, the non-defaulting Party (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 23 contracts
Samples: Acquisition Agreement (Generex Biotechnology Corp), Share Exchange Agreement (China Energy Technology Corp., Ltd.), Contribution Agreement (Cur Media, Inc.)
Remedies; Specific Performance. In the event that any Party party shall fail or refuse to consummate the Contemplated Transactions or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party party (the “"Defaulting Party”") shall have occurred that results in the failure to consummate the Contemplated Transactions, then in addition to the other remedies provided herein, the non-defaulting Party party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s 's failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ ' fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 16 contracts
Samples: Merger Agreement (Insite Vision Inc), Agreement and Plan of Merger (SZM Distributors Inc), Agreement and Plan of Merger (Bib Holdings LTD)
Remedies; Specific Performance. In the event that any Party shall fail or refuse to consummate the Contemplated Transactions or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party (the “"Defaulting Party”") shall have occurred that results in the failure to consummate the Contemplated Transactions, then in addition to the other remedies provided herein, the non-defaulting Party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s 's failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ ' fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Alternative Energy Sources Inc), Agreement and Plan of Merger (High Tide Ventures, Inc.), Agreement and Plan of Merger (Aslahan Enterprises Ltd.)
Remedies; Specific Performance. In the event that any Party shall fail or refuse to consummate the Contemplated Transactions Transaction, or if any default under or breach of any representation, warranty, covenant or condition of this Agreement on the part of any Party (the “Defaulting Party”) shall have occurred that results in the failure to consummate the Contemplated TransactionsTransaction, then in addition to the other remedies provided herein, the non-defaulting Party (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 2 contracts
Samples: Purchase Agreement (Blue Star Foods Corp.), Stock Purchase Agreement (Blue Star Foods Corp.)
Remedies; Specific Performance. In the event that any Party party shall fail or refuse to consummate the Contemplated Transactions transactions contemplated by this Agreement or if any default under or breach of any representation, warranty, covenant or condition of this Agreement on the part of any Party party (the “"Defaulting Party”") shall have occurred that results in the failure to consummate the Contemplated Transactionstransactions contemplated hereby, then in addition to the other remedies provided herein, the non-defaulting Party party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s 's failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ ' fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Skylynx Communications Inc), Agreement and Plan of Reorganization (Omnilynx Communications Corp)
Remedies; Specific Performance. In the event that any Party party shall fail ------------------------------- or refuse to consummate the Contemplated Transactions Merger or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party party (the “"Defaulting Party”") shall have occurred that results in the failure to consummate the Contemplated TransactionsMerger, then in addition to the other remedies provided herein, the non-defaulting Party party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s 's failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ ' fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Delivery Now Corp), Merger Agreement (Delivery Now Corp)
Remedies; Specific Performance. In the event that any Party party shall fail or refuse to consummate the Contemplated Transactions transactions contemplated by this Agreement or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party party (the “"Defaulting Party”") shall have occurred that results in the failure to consummate the Contemplated Transactionstransactions contemplated hereby, then in addition to the other remedies provided herein, the non-defaulting Party party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, Party or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that that, the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s 's failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ ' fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Elsinore Services Inc), Stock Purchase Agreement (Ariel Way Inc)
Remedies; Specific Performance. In the event that any Party shall fail or refuse to consummate the Contemplated Transactions or if any default under or breach of any representation, warranty, covenant or condition of this Agreement on the part of any Party (the “Defaulting Party”) shall have occurred that results in the failure to consummate the Contemplated Transactions, then in addition to the other remedies provided herein, the non-defaulting Party (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages - 33 - from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 1 contract
Remedies; Specific Performance. In the event that any Party party shall fail or refuse to consummate the Contemplated Transactions transactions contemplated by this Agreement or if any default under or breach of any representation, warranty, covenant or condition of this Agreement on the part of any Party party (the “"Defaulting Party”") shall have occurred that results in the failure to consummate the Contemplated Transactionstransactions contemplated hereby, then in addition to the other remedies provided herein, the non-defaulting Party party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that that, the Non-Defaulting Party party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s 's failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ ' fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 1 contract
Remedies; Specific Performance. In the event that any Party party shall fail or refuse to consummate the Contemplated Transactions transactions contemplated by this Agreement or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party party (the “"Defaulting Party”") shall have occurred that results in the failure to consummate the Contemplated Transactionstransactions contemplated hereby, then in addition to the other remedies provided herein, the non-defaulting Party party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, Party or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that that, the Non-Defaulting Party party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s 's failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ ' fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 1 contract
Remedies; Specific Performance. In the event that any Party party shall ------------------------------- fail or refuse to consummate the Contemplated Transactions or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party party (the “"Defaulting Party”") shall have occurred that results in the failure to consummate the Contemplated Transactions, then in addition to the other remedies provided herein, the non-defaulting Party party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s 's failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ ' fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 1 contract
Remedies; Specific Performance. In the event that any Party shall fail or refuse to consummate the Contemplated Transactions transactions contemplated by this Agreement or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party party (the “Defaulting Party”) shall have occurred that results in the failure to consummate the Contemplated TransactionsMerger, then in addition to the other remedies provided herein, the non-defaulting Party party (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NovaRay Medical, Inc.)
Remedies; Specific Performance. In the event that any Party shall fail or refuse to consummate the Contemplated Transactions or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party (the “Defaulting Party”) shall have occurred that results in the failure to consummate the Contemplated Transactions, then in addition to the other remedies provided herein, the non-defaulting Party (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.. ARTICLE IX MISCELLANEOUS 9.1
Appears in 1 contract
Samples: HTM Merger Agreement
Remedies; Specific Performance. In the event that any Party party shall fail or refuse to consummate the Contemplated Transactions transactions contemplated by this Agreement or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party party (the “"Defaulting Party”") shall have occurred that results in the failure to consummate the Contemplated Transactionstransactions contemplated hereby, then in addition to the other remedies provided herein, the non-defaulting Party party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s 's failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ ' fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 1 contract
Remedies; Specific Performance. In the event that any Party shall fail or refuse to consummate the Contemplated Transactions or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party (the “Defaulting Party”) shall have occurred that results in the failure to consummate the Contemplated Transactions, then in addition to the other remedies provided herein, the non-defaulting Party (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.. ARTICLE IX
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ethanex Energy, Inc.)
Remedies; Specific Performance. In the event that any Party shall fail or refuse to consummate the Contemplated Transactions or if any default under or breach beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party (the “'Defaulting Party”') shall have occurred that results in the failure to consummate the Contemplated Transactions, then in addition to the other remedies provided herein, the non-defaulting Party (the “'Non-Defaulting Party”') shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Confederate Motors, Inc.)
Remedies; Specific Performance. In the event that any Party party shall fail or refuse to consummate the Contemplated Transactions or if any default under or breach of any representation, warranty, covenant or condition of this Agreement on the part of any Party party (the “Defaulting Party”) shall have occurred that results in the failure to consummate the Contemplated Transactions, then in addition to the other remedies provided herein, the non-defaulting Party party (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s failure, refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys’ fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder.. ARTICLE X
Appears in 1 contract
Samples: Share Exchange Agreement (Content Checked Holdings, Inc.)
