Common use of Remedies; Specific Performance Clause in Contracts

Remedies; Specific Performance. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (b) The parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties. Prior to the termination of this Agreement pursuant to Section 8.1, it is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. (c) This parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such action.

Remedies; Specific Performance. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (b) The parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties. Prior to the termination of this Agreement pursuant to Section 8.1, it is accordingly agreed The parties acknowledge and agree that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. (c) This parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each party irrevocably waives (i) any defense in an action for specific performance that a remedy at law would be adequate to prevent or restrain breaches or threatened breaches and (ii) any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such action.

Remedies; Specific Performance. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (b) The parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties. Prior to the termination of this Agreement pursuant to Section 8.1, it is accordingly agreed The parties acknowledge and agree that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. (c) This The parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each party irrevocably waives (i) any defense in an action for specific performance that a remedy at law would be adequate to prevent or restrain breaches or threatened breaches and (ii) any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such action.

Remedies; Specific Performance. (a) Except as otherwise expressly provided hereinherein or in any Ancillary Document, any and all remedies provided herein expressly conferred upon a party or therein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law law or equity upon such party Party, and the exercise by a party any Party of any one remedy will not preclude the exercise of any other remedy. (b) . The parties Parties agree and acknowledge that irreparable damage, damage for which monetary damages damages, even if available, would not be an adequate remedy, would occur in the event that any of the Parties do not perform their respective obligations under the provisions of this Agreement were not performed or any Ancillary Document (including failing to take such actions as are required of them hereunder or thereunder to consummate the transactions contemplated by this Agreement or any Ancillary Document) in accordance with their specific terms or were otherwise breached by the partiesbreach such provisions. Prior It is accordingly agreed that, prior to the valid termination of this Agreement pursuant to Section 8.19.1, it is accordingly agreed that the parties Parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or and other equitable relief, relief to prevent breaches of this Agreement or any Ancillary Document and to enforce specifically the terms and provisions hereof in any court of competent jurisdictionherein and therein, in each case in accordance with this Section 9.11without posting a bond or undertaking, this being in addition to any other remedy to which they are entitled under at law or in equity. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at law or in equity. (c) This parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise any objections to the availability of the equitable remedy award of specific performance to prevent is not an appropriate remedy for any reason at law or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such actionequity.

Remedies; Specific Performance. (a) Except as otherwise expressly provided herein, any and all remedies provided herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party Party, and the exercise by a party Party of any one remedy will not preclude the exercise of any other remedy. (b) . The parties failure on the part of any Party to exercise, and no delay in exercising, any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power, or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages would be inadequate and the non-breaching Parties would not have adequate remedy at law, and agree that irreparable damage, for which monetary damages would not be an adequate remedy, damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached by the partiesbreached. Prior to the termination of this Agreement pursuant to Section 8.1Accordingly, it is accordingly agreed that the parties each Party shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, restraining order to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in hereof, without the requirement to post any court of competent jurisdiction, in each case in accordance with this Section 9.11bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which they are such Party may be entitled under this Agreement, at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at law Law or in equity. (c) This parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise any objections to the availability of the equitable remedy award of specific performance to prevent is not an appropriate remedy for any reason at Law or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such actionequity.

Remedies; Specific Performance. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (b) The parties agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder to consummate the Merger and the other Transactions) in accordance with their specific terms or were otherwise breached by the parties. Prior The parties acknowledge and agree that prior to the termination of this Agreement pursuant to Section 8.19.1, it is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.1110.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. (c) This parties’ rights in this Section 9.11 10.11 are an integral part of the Transactions and each party accordingly agrees that it will not to raise oppose the granting of an injunction, specific performance and other equitable relief on the basis that any objections to the availability of the equitable other party has an adequate remedy at Law or that any award of specific performance is not an appropriate remedy for any reason at Law or in equity. Any party seeking to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party or any other Person 10.11 shall not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.1110.11, and each party irrevocably waives (i) any defense in an action for specific performance that a remedy at law would be adequate to prevent or restrain breaches or threatened breaches and (ii) any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such action.

Remedies; Specific Performance. (a) Except as otherwise expressly provided herein, any and all remedies provided herein expressly conferred upon a party will be deemed cumulative with with, and not exclusive of of, any other remedy conferred hereby, or by Law at law or in equity upon such party party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (b) . The parties agree that irreparable damage, damage for which monetary damages damages, even if available, would not be an adequate remedy, would occur in the event that any of the parties do not perform their respective obligations under the provisions of this Agreement were not performed (including failing to take such actions as are required of them hereunder to consummate the Financing and other Transactions) in accordance with their specific terms or were otherwise breached by the partiesbreach such provisions. Prior It is accordingly agreed that, prior to the valid termination of this Agreement pursuant to Section 8.17.1, it is accordingly agreed that subject to this Section 8.13, the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or and other equitable relief, relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdictionthis Agreement (including the obligation of the Company, in each case in accordance with Parent or Merger Sub to consummate the Merger if such party is required to do so hereunder, including the obligations of Parent and Merger Sub under Section 5.16(d), and including the right of the Company to cause Parent and Merger Sub to fully enforce the terms of the Equity Commitment Letter against the Sponsor to the fullest extent permissible under this Section 9.118.13 and the Equity Commitment Letter, subject to the terms and conditions of the Equity Commitment Letter) without posting a bond or other undertaking, this being in addition to any other remedy to which they are such party is entitled under the terms of this Agreement at law or in equity. The pursuit of specific performance by any party at any time will not be deemed an election of remedies or waiver of the right to pursue any other right or remedy to which such party may be entitled. If a court of competent jurisdiction has declined to specifically enforce the obligations of Parent to consummate the Transactions pursuant to a claim for specific performance brought against Parent, and has instead granted an award of damages for such alleged breach, the Company may enforce such award and accept damages for such alleged breach on behalf of its stockholders. The parties acknowledge that the provisions contained in this Section 8.13 are reasonable and necessary to protect the legitimate interests of the Company and constitute a material inducement to the Company to enter into this Agreement. Notwithstanding the foregoing and subject to the rights of the parties to the Debt Commitment Letters under the terms thereof, and in any case subject to and not in limitation of Section 8.15, none of the Company or any of its Affiliates or its and their direct and indirect stockholders shall have any rights or claims (whether in contract or in tort or otherwise) against any Parent Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing. (cb) This parties’ rights in this Section 9.11 are It is explicitly agreed that the Company shall have the right to an integral part of the Transactions and each party accordingly agrees not to raise any objections to the availability of the equitable remedy of injunction, specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument equitable remedies in connection with enforcing Parent’s and Merger Sub’s obligations to consummate the Merger and cause Parent and Merger Sub to enforce Sponsor’s obligation to cause the Equity Financing to be funded only in the event that each of the following conditions has been satisfied: (i) the Marketing Period has ended and the conditions set forth in Section 6.1 and Section 6.3 have been satisfied or as a waived (other than those conditions that by their nature can only be satisfied on the Closing, provided that each such condition is capable of being satisfied at Closing) at the time the Closing would have occurred but for the failure of Parent and Merger Sub to obtaining complete the Closing by the date that the Closing is required to have occurred, (ii) the Debt Financing (or any remedy referred Alternative Financing contemplated by Section 5.16(d)) is available to be funded at the Closing and has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing and (iii) the Company has irrevocably confirmed in this Section 9.11, and each party irrevocably waives any right it may have writing to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior Parent that (x) all conditions to the End DateCompany’s obligations to consummate the Closing set forth in Section 6.1 and Section 6.3 have been satisfied or waived (other than those conditions that by their nature can only be satisfied on the Closing, any party hereto brings an action to enforce specifically provided that each such condition is capable of being satisfied at Closing) and (y) if specific performance is granted and the performance of Financing is funded, then the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such actionClosing will occur.

Remedies; Specific Performance. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (b) The parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties. Prior to the termination of this Agreement pursuant to Section 8.1, it is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. (c) This parties’ ' rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such action.

Remedies; Specific Performance. (a) Except as otherwise expressly provided herein, any and all remedies provided herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party Party, and the exercise by a party Party of any one remedy will not preclude the exercise of any other remedy. (b) . The parties failure on the part of any Party to exercise, and no delay in exercising, any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power, or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages would be inadequate and the non-breaching Parties would not have adequate remedy at law, and agree that irreparable damage, for which monetary damages would not be an adequate remedy, damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached by the partiesbreached. Prior to the termination of this Agreement pursuant to Section 8.1Accordingly, it is accordingly agreed that the parties each Party shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, restraining order to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in hereof, without the requirement to post any court of competent jurisdiction, in each case in accordance with this Section 9.11bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which they are such Party may be entitled under this Agreement, at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law Law or in equity. (c) This parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise any objections to the availability of the equitable remedy award of specific performance to prevent is not an appropriate remedy for any reason at Law or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such actionequity.

Remedies; Specific Performance. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party Party, and the exercise by a party Party of any one remedy will not preclude the exercise of any other remedy. (b) . The parties Parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, damage would occur in the event that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached breached, and that monetary damages, even if available, would not be an adequate remedy therefor and that the right of specific performance and other equitable relief is an integral part of the transactions contemplated by the partiesthis Agreement. Prior It is accordingly agreed that, prior to the valid termination of this Agreement pursuant to Section 8.1Article 9, it is accordingly agreed that the parties each Party shall be entitled to seek an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdictionthis Agreement, in each case in accordance with this Section 9.11, this being in addition to any other remedy to which they are such Party is entitled under the terms of this Agreement at law Law or in equity. (c) This parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise . Each Party hereby waives any objections and defenses to the availability grant of the equitable remedy of specific performance or to an injunction to prevent or restrain breaches of this Agreement by any other Party (including any objection or defense on the basis that there is an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity), and each Party shall be entitled to specifically enforce compliance by the other Party with the terms and provisions of, and such other Party’s obligations under, this Agreement and to an injunction or injunctions to prevent or restrain breaches or threatened breaches of, of this Agreement or to enforce compliance with, the covenants and obligations of such party other Party under this Agreement all in accordance with Agreement. In the terms event any Party seeks an injunction or injunctions to prevent breaches or threatened breaches of this Section 9.11. Each party further agrees that no Agreement (or the covenants and obligations of the other party Party under this Agreement) or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by of, or the other Party’s obligations under, this Agreement, such Party shall not be required to provide any bond or other partysecurity in connection with such order or injunction. For the avoidance of doubt, the End Date Parties may pursue both a grant of specific performance or other equitable remedies to the extent permitted by this Section 10.11 and the payment of damages as contemplated by Section 9.2, but shall automatically not be extended by such entitled or permitted to receive an award of damages if specific performance or other time period established by equitable remedies are awarded and consummation of the court presiding over such actionMergers occurs and shall not be entitled or permitted to receive an award of specific performance or other equitable remedies if damages are awarded.

Remedies; Specific Performance. (a) Except as to the extent set forth otherwise provided hereinin this Agreement (including in Section 12.05), any and all remedies herein under this Agreement expressly conferred upon a party Party will be deemed cumulative with and not exclusive of and shall be in addition to any other remedy conferred hereby, or by Law or equity upon such party Party, and the exercise by a party Party of any one remedy will not preclude the exercise of any other remedy. (b) The parties agree Each Party acknowledges and agrees that irreparable damage, damage (for which monetary damages relief, even if available, would not be an adequate remedy, ) would occur and the Parties would not have an adequate remedy at law or in the event that equity if any of the provisions provision of this Agreement were is not performed in accordance with their its specific terms or were is otherwise breached by (or any Party threatens such a breach), including if any Party fails to take such actions as are required of it hereunder to consummate the partiesTransactions or to enable the Transactions to be consummated. Prior to the termination of Accordingly, each Party agrees that, unless this Agreement pursuant to Section 8.1is validly terminated in accordance with its terms, it is accordingly agreed that the parties shall other Party will be entitled to an injunction or injunctions, or injunctive relief at any other appropriate form of specific performance or equitable relief, time from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdictionthis Agreement, in each case in accordance with this Section 9.11, this being (i) without the requirement of posting any bond or other indemnity and (ii) in addition to any other remedy to which they are entitled under the terms of this Agreement it may be entitled, at law or in equity. . Furthermore, each Party agrees (cx) This parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise any objections (whether on the basis that a remedy of monetary damages would provide an adequate remedy for any such breach or otherwise) to the availability of the equitable remedy of specific performance to restrain breaches or threatened breaches of this Agreement, and to specifically enforce the terms of this Agreement to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party Party under this Agreement all and (y) that the right to specific performance is an integral part of the Transactions and without such right neither Seller nor Buyer would have entered into this Agreement. (c) The Parties further agree that (i) by seeking the remedies provided for in accordance with the terms of this Section 9.11. Each party further agrees that no other party or 13.15, a Party shall not in any respect waive its right to seek any other Person form of relief that may be available to a Party under this Agreement in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 13.15 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 13.15 shall be required require any Party to obtain, furnish institute any Action for (or post limit any bond or similar instrument in connection with Party’s right to institute any Action for) specific performance under this Section 13.15 prior to or as a condition to obtaining exercising any remedy referred termination right under Article XI (and pursuing damages after such termination), nor shall the commencement of any Action pursuant to this Section 13.15 or anything set forth in this Section 9.11, and each party irrevocably waives 13.15 restrict or limit any Party’s right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by pursue any other party, the End Date shall automatically remedies under this Agreement that may be extended by such other time period established by the court presiding over such actionavailable then or thereafter.

Remedies; Specific Performance. (a) The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. (b) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party Party and the exercise by a party Party of any one remedy will not preclude the exercise of any other remedy. (bc) The parties Parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the partiesParties. Prior to the termination of this Agreement pursuant to Section 8.19.01, it is accordingly agreed that the parties Parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.1110.13, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. (cd) This partiesParties’ rights in this Section 9.11 10.13 are an integral part of the Transactions and each party Party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party Party under this Agreement all in accordance with the terms of this Section 9.1110.13. Each party Party further agrees that no other party Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.1110.13, and each party Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party Party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other partyParty, the End Date shall automatically be extended by such other time period established by the court presiding over such action.

Remedies; Specific Performance. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, hereby or by Law law or equity upon such party party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. Notwithstanding anything to the contrary herein, the parties agree that, although the Company may pursue both a grant of specific performance and monetary damages, under no circumstances will the Company be permitted or entitled to receive both a grant of specific performance that results in the occurrence of the Closing and monetary damages (including any monetary damages in lieu of specific performance and including the Parent Termination Fee). (ba) The parties agree that irreparable damage, damage for which monetary damages damages, even if available, would not be an adequate remedy, remedy would occur in the event that any of the parties do not perform the provisions of this Agreement were not performed (including any party failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached by the partiesbreach such provisions. Prior The parties acknowledge and agree that (i) prior to the a valid termination of this Agreement pursuant in accordance with this Agreement, subject to this Section 9.10, the parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions hereof, and this right shall include the right of the Company to cause Parent and Merger Subs to fully enforce (A) the terms of the Equity Commitment Letter against the Guarantors to the fullest extent permissible under this Section 9.10 and the Equity Commitment Letter, subject to the terms and conditions of the Equity Commitment Letter and (B) subject to Section 8.16.11(b), it the terms of the Debt Commitment Letter against the Financing Sources to the fullest extent permissible under the Debt Commitment Letter, including that the Equity Financing has been funded, in accordance with the terms of, or will be funded in accordance with the terms thereof, at the Closing if the Debt Financing is accordingly funded at the Closing, and to thereafter cause the Merger to be consummated in accordance with this Agreement; and (ii) the right to specific enforcement is an integral part of the Merger and without that right, neither the Company nor Parent would have entered into this Agreement. (b) It is explicitly agreed that the Company shall have the right to an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s and the Merger Subs’ obligations to consummate the Merger and cause the Equity Financing to be funded to fund the Merger only in the event that each of the following conditions has been satisfied: (A) the Marketing Period has ended and the conditions set forth in Section 7.1 and Section 7.2 have been satisfied (other than those conditions that by their terms are to be satisfied at Closing, provided that each such condition is capable of being satisfied at Closing) or waived at the time the Closing would have occurred but for the failure of the Funding to be funded, (B) the Debt Financing has been funded in accordance with the terms thereof or the Financing Sources have confirmed in writing that it will be funded in accordance with the terms thereof at the Closing if the Equity Financing is funded and (C) the Company has irrevocably confirmed in writing to Parent that (x) all conditions to the Company’s obligations to consummate the Closing set forth in Section 7.1 and Section 7.3 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at Closing, provided that each such condition is capable of being satisfied at Closing) and (y) if specific performance is granted and the Financing is funded, then the Closing will occur. (c) The parties shall agree not to raise any objections to (i) the granting of an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement by the Company, on the one hand, or Parent and the Merger Subs, on the other hand; and (ii) the specific performance of the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants, obligations and agreements of Parent and the Merger Subs pursuant to this Agreement, in the case of both clauses (i) and (ii), on the basis that damages would be entitled to an adequate remedy for such breach, threatened breach or noncompliance. Any party seeking an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. (c) This parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees will not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post provide any bond or similar instrument other security in connection with such injunction or as a condition to obtaining any remedy referred to in this Section 9.11enforcement, and each party irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such bond or similar instrumentother security. If prior The parties hereto further agree that (x) by seeking the remedies provided for in this Section 9.10, a party hereto shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement or the End DateGuarantees (including monetary damages), and (y) nothing set forth in this Section 9.10 shall require any party hereto brings an action to enforce specifically institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 9.10 (prior or as a condition to exercising any termination right under Article VIII (and pursuing damages after such termination), nor shall the performance commencement of any Proceeding pursuant to this Section 9.10 or anything set forth in this Section 9.10 restrict or limit any party’s right to terminate this Agreement in accordance with the terms and provisions hereof by of Article VIII or pursue any other party, remedies under this Agreement or the End Date shall automatically Guarantees that may be extended by such other time period established by the court presiding over such actionavailable then or thereafter.

Remedies; Specific Performance. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (b) The parties acknowledge and agree that irreparable damage, for which monetary damages would not be an adequate remedy, damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached 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, the parties. Prior to the termination of this Agreement pursuant to Section 8.1, it is accordingly agreed that the parties non-breaching party shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.11, this being (in addition to any other remedy that may be available to which they are entitled under the terms of this Agreement at it whether in law or in equity. , including monetary damages, except as limited by Section 8.03) to (ca) This parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise any objections to the availability of the equitable remedy Order of specific performance to prevent enforce the observance and performance of such covenant or restrain breaches obligation and (b) an injunction or injunctions restraining such breach or threatened breaches ofbreach. In circumstances where Parent or the Company is obligated to consummate the Merger and the Merger has not been consummated, or each of Parent and the Company expressly acknowledges and agrees that the other party and its shareholders shall have suffered irreparable harm, that monetary damages will be inadequate to compensate such other party and its shareholders and that such other party on behalf of itself and its shareholders shall be entitled to enforce compliance withspecifically Parent’s or the Company’s, as the covenants and obligations of such party under this Agreement all in accordance with case may be, obligation to consummate the terms of this Section 9.11Merger. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.119.08, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior In the event that a party initiates a proceeding seeking equitable relief pursuant to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other partythis Section 9.08, the End Outside Date shall automatically be extended by until such other time period established by the court presiding over such actionproceeding is finally resolved.

Remedies; Specific Performance. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (b) The parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties. Prior to the termination of this Agreement pursuant to Section 8.1, it is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.119.10, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. (c) This parties’ rights in this Section 9.11 9.10 are an integral part of the Transactions and each party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.119.10. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.119.10, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action Action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such actionAction.

Remedies; Specific Performance. (a) Except as to the extent set forth otherwise provided hereinin this Agreement, any and all remedies herein under this Agreement expressly conferred upon a party Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity in equity, upon such party Party, and the exercise by a party Party of any one remedy will not preclude the exercise of any other remedy. (b) The parties agree Each Party acknowledges and agrees that irreparable damage, damage (for which monetary damages relief, even if available, would not be an adequate remedy, ) would occur in and the event that Parties would not have an adequate remedy at law if any of the provisions provision of this Agreement were is not performed in accordance with their its specific terms or were is otherwise breached by breached, including if any Party fails to take such actions as are required of it hereunder to consummate the partiestransactions contemplated hereby or to enable the transactions contemplated hereby to be consummated. Prior to the termination of this Agreement pursuant to Section 8.1Accordingly, it is accordingly agreed each Party agrees that the parties shall other Party will be entitled to an injunction or injunctions, or injunctive relief at any other appropriate form of specific performance or equitable relief, time and from time to time to prevent breaches or threatened breaches of this Agreement and to specifically enforce specifically the terms and provisions hereof in any court of competent jurisdictionthis Agreement, in each case in accordance with this Section 9.11, this being (i) without the requirement of posting any bond or other indemnity and (ii) in addition to any other remedy to which they are entitled under the terms of this Agreement it may be entitled, at law or in equity. . Furthermore, each Party agrees (cx) This parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise any objections (whether on the basis that a remedy of monetary damages would provide an adequate remedy for any such breach or otherwise) to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or and to specifically enforce compliance withthe terms of, this Agreement and (y) that the covenants right to specific performance is an integral part of the transactions contemplated hereby and obligations without such right neither Seller nor Buyer would have entered into this Agreement. (c) The Parties further agree that (i) by seeking the remedies provided for in this Section 9.16, a Party shall not in any respect waive its right to seek any other form of relief that may be available to such party Party under this Agreement, or by Law or in equity, in the event that this Agreement all has been terminated or in the event that the remedies provided for in this Section 9.16 are not available or otherwise are not granted and (ii) nothing set forth in this Section 9.16 shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 9.16 prior or as a condition to exercising any termination right under Article VIII (and pursuing damages after such termination), nor shall the commencement of any legal proceeding for a remedy pursuant to this Section 9.16 or anything set forth in this Section 9.16 restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of this Section 9.11. Each party further agrees that no other party Article VIII or pursue any other Person shall remedies under this Agreement, or by Law or in equity, that may be required to obtain, furnish available then or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such actionthereafter.

Remedies; Specific Performance. (a) Except as to the extent set forth otherwise provided hereinin this Agreement, any and all remedies herein under this Agreement expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (b) The parties agree Each party agrees that irreparable damage, for which monetary damages damage would occur and the parties would not be have an adequate remedy, would occur in the event that remedy at law if any of the provisions provision of this Agreement were is not performed in accordance with their its specific terms or were is otherwise breached by the partiesbreached. Prior Accordingly, each party agrees that, prior to the valid termination of this Agreement pursuant to Section 8.1Agreement, it is accordingly agreed that the parties shall other party will be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, injunctive relief from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdictionthis Agreement, in each case in accordance with this Section 9.11, this being (i) without the requirement of posting any bond or other indemnity and (ii) in addition to any other remedy to which they are entitled under the terms of this Agreement it may be entitled, at law or in equity. (c) This parties’ rights in equity and the foregoing shall be the sole and exclusive remedy of any breach of this Section 9.11 are an integral part Agreement by Acquiror or Merger Sub prior to the valid termination of the Transactions and this Agreement. Furthermore, each party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Agreement, and to specifically enforce the terms of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11Agreement. Each party further agrees expressly disclaims that it is owed any duty not expressly set forth in this Agreement, and waives and releases all tort claims and tort causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, prior to the valid termination of this Agreement, in no other party event shall Acquiror or any other Person of its Subsidiaries or Affiliates have any Liability for, and the Company and its Subsidiaries shall be required to obtainnot seek or claim from Acquiror or its Subsidiaries or Affiliates, furnish any monetary damages under this Agreement or post any bond or similar instrument otherwise in connection with the Transactions for any Liabilities or as a condition to obtaining other amounts, including for any remedy referred to in breach of this Section 9.11, and each party irrevocably waives Agreement or for any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance other matter whatsoever (regardless of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such actiontheory of liability).

Remedies; Specific Performance. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (b) The parties Parties agree that irreparable damage, damage would occur (for which monetary damages relief, even if available, would not be an adequate remedy, would occur ) in the event that any of the provisions of this Agreement were not performed by any Party, as applicable, in accordance with their specific terms or were otherwise breached by any Party, as applicable, including if the partiesParties fail to take any action required of them hereunder to consummate the Contemplated Transactions at the time required by this Agreement. Prior to the termination of this Agreement pursuant to Section 8.1, it It is accordingly agreed that (i) the parties Parties shall be entitled to an injunction or injunctions, specific performance, or any other appropriate form of specific performance or equitable relief, relief to prevent breaches of this Agreement by any Party, as applicable, and to enforce specifically the terms and provisions hereof in any court against each Party, as applicable, without proof of competent jurisdiction, in each case in accordance with this Section 9.11damages or otherwise, this being in addition to any other remedy to which they the Parties are entitled under the terms of this Agreement at law or in equityequity and (ii) the right of specific performance and other equitable relief is an integral part of the Contemplated Transactions and without that right, none of the Parties would have entered into this Agreement. The Parties agree not to assert that a remedy of specific performance or other equitable relief is unenforceable, invalid, contrary to law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy or that the Parties otherwise have an adequate remedy at law. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and/or to enforce specifically the terms and provisions of this Agreement in accordance with this Section 10.13 shall not be required to provide any bond or other security in connection with any such order or injunction. (b) Notwithstanding anything to the contrary contained in this Agreement (including Section 10.13(a)), from and after the Closing, no Party shall have, and to the fullest extent permitted by Law each Party hereby expressly, irrevocably and unconditionally waives and releases, any right of rescission or any similar equitable right or remedy. (c) This parties’ rights In furtherance and not in this Section 9.11 are an integral part limitation of the Transactions foregoing, and each party accordingly for the avoidance of doubt, Parent acknowledges and agrees that its obligations hereunder (including but not limited to raise its obligation to consummate the Contemplated Transactions) shall not be contingent or in any objections to way limited by the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party Debt Financing or any other Person financing from any third party, and that in the event Parent fails to take any action required of Parent hereunder to consummate the Contemplated Transactions at the time required by this Agreement on the basis that the Debt Financing or any other financing is not available, the Sellers shall be required entitled to obtainseek an injunction or injunctions, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, specific performance and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, equitable relief the End Date shall automatically be extended by such other time period established by Sellers may wish to pursue in order to cause Parent to consummate the court presiding over such actionContemplated Transactions.

Remedies; Specific Performance. (a) Except as to the extent set forth otherwise provided hereinin this Agreement (including in Section 12.05), any and all remedies herein under this Agreement expressly conferred upon a party Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party Party, and the exercise by a party Party of any one remedy will not preclude the exercise of any other remedy. (b) The parties agree Each Party agrees that irreparable damage, for which monetary damages damage would occur and the Parties would not be have an adequate remedy, would occur in the event that remedy at Law if any of the provisions provision of this Agreement were is not performed in accordance with their its specific terms or were is otherwise breached by the partiesbreached. Prior to the termination of this Agreement pursuant to Section 8.1Accordingly, it is accordingly agreed each Party agrees that the parties other Party shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, injunctive relief from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in of this Agreement without the requirement of posting any court of competent jurisdictionbond or other indemnity, in each case in accordance with this Section 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement it may be entitled, at law Law or in equity. (c) This parties’ rights in this Section 9.11 are an integral part of the Transactions , and each party accordingly Party agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Agreement, and to specifically enforce the terms of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party Party under this Agreement Agreement. Each Party expressly disclaims that it is owed any duties not expressly set forth in this Agreement, and waives and releases all tort claims and causes of action in accordance with tort that may be based upon, arise out of or relate to this Agreement, or the terms negotiation, execution or performance of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, nothing contained herein shall prevent a Party from seeking injunctive relief under this Section 9.1113.15(b) from a court of competent jurisdiction. Each party further agrees that no other party Any Action brought pursuant to this Section 13.15(b) may be brought in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts, or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11court of equity. In that context, and without limiting the generality of the foregoing, each party Party irrevocably waives and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any right it may have to require the obtainingsuch Action and for recognition and enforcement of any judgment in respect thereof, furnishing or posting and agrees that all claims in respect of any such bond Action shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or similar instrument. If prior hereafter have that any such court is an improper or inconvenient forum for the resolution of any such Action; (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the End DatePersons listed in Section 13.03 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a Party from making service of process by any party hereto brings an action to enforce specifically means authorized by the performance Laws of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such actionState of New York.