Common use of Remedies; Specific Performance Clause in Contracts

Remedies; Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and agree that in the event that any Party shall fail or refuse to consummate the 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 (the “Defaulting Party”) shall have occurred that results in the failure to consummate the transactions contemplated by this Agreement, then in addition to the other remedies provided herein, the other Party or Parties (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, and shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, in each case without the requirement of posting any other bond or other type of security. 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. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any 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.

Remedies; Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and agree that in the event that any Party shall fail or refuse to consummate the transactions contemplated by this Agreement 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 transactions contemplated by this AgreementContemplated Transactions, then in addition to the other remedies provided herein, the other Party or Parties (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, and shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, in each case without the requirement of posting any other bond or other type of security. 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. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other party has an adequate remedy at Law law or that any award of specific performance is not an appropriate remedy for any reason at Law law or in equity.

Remedies; Specific Performance. The Parties agree that irreparable damage would occur if any provision Except only for the inability of this Agreement were not performed in accordance with the Parent to obtain on terms hereofreasonably acceptable to the Parent and the Stockholders, and agree that the requisite amount of Required Financing by the Outside Closing Date, in the event that any Party shall fail or refuse to consummate the transactions contemplated by this Agreement 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 transactions contemplated by this AgreementTransactions, then in addition to the other remedies provided herein, the other non-defaulting Party or Parties (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, and shall be entitled or may seek to an injunction or injunctions to prevent breaches of this Agreement or to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, in each case without provided that the requirement Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of posting any other bond the Defaulting Party’s failure, refusal, default or other type of securitybreach. 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. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any 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.

Remedies; Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and agree that in In the event that any Party party shall fail or refuse to consummate the transactions contemplated by this Agreement Merger (except pursuant to Sections 6.1, 6.2 or 6.3 above) 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 transactions contemplated by this AgreementMerger, then in addition to the other remedies provided herein, the other Party or Parties non-defaulting party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, and shall be entitled Party and/or may seek to an injunction or injunctions to prevent breaches of this Agreement or to obtain an order of temporary or permanent injunctive relief and/or specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that, the Non-Defaulting party seeking any injunctive relief or specific performance 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 and further provided, that in each case without the requirement of posting any other bond no event shall a Defaulting Party be liable for special, incidental or other type of securityconsequential damages. 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. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any 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.

Remedies; Specific Performance. The Parties Pai1ies agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and agree that in the event that any Party shall fail or refuse to consummate the 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 (the “"Defaulting Party”") shall have occurred that results in m the failure to consummate the transactions contemplated by this Agreement, then in addition to the other remedies provided herein, the other Party or Parties (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, and shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, in each case without the requirement of posting any other bond or other type of security. 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. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any 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.

Remedies; Specific Performance. The Parties agree that irreparable damage would occur if any provision Except only for the inability of this Agreement were not performed in accordance with the Purchaser to obtain on terms hereofreasonably acceptable to the Purchaser and the Stockholders, and agree that the requisite amount of Required Financing by the Outside Closing Date, in the event that any Party shall fail or refuse to consummate the transactions contemplated by this Agreement 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 transactions contemplated by this AgreementTransactions, then in addition to the other remedies provided herein, the other non-defaulting Party or Parties (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, and shall be entitled or may seek to an injunction or injunctions to prevent breaches of this Agreement or to obtain an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, in each case without provided that the requirement Non-Defaulting Party seeking such protection must file its request with such court within forty-five (45) days after it becomes aware of posting any other bond the Defaulting Party’s failure, refusal, default or other type of securitybreach. 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. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any 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.

Remedies; Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and agree that in In the event that any Party party shall fail or refuse to consummate the transactions contemplated by this Agreement Merger (except pursuant to Sections 6.1, 6.2 or 6.3 above) 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 transactions contemplated by this AgreementMerger, then in addition to the other remedies provided herein, the other Party or Parties non-defaulting party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, and shall be entitled Party and/or may seek to an injunction or injunctions to prevent breaches of this Agreement or to obtain an order of temporary or permanent injunctive relief or specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that, the Non-Defaulting party seeking any injunctive relief or specific performance 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 and further provided, that in each case without the requirement of posting any other bond no event shall a Defaulting Party be liable for special, incidental or other type of securityconsequential damages. 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. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any 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.

Remedies; Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and agree that in In the event that any Party party shall fail or refuse to consummate the transactions contemplated by this Agreement (except pursuant to Sections 7.1, 7.2 or 7.3 above) 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 transactions contemplated by this Agreementhereby, then in addition to the other remedies provided herein, the other Party or Parties non-defaulting party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, and shall be entitled Party and/or may seek to an injunction or injunctions to prevent breaches of this Agreement or to obtain an order of temporary or permanent injunctive relief or specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that, the Non-Defaulting party seeking any injunctive relief or specific performance 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 and further provided, that in each case without the requirement of posting any other bond no event shall a Defaulting Party be liable for special, incidental or other type of securityconsequential damages. 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. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any 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.

Remedies; Specific Performance. (a) The Parties parties recognize and agree that irreparable damage would occur if for any provision reason any of the provisions of this Agreement were are not performed in accordance with the their specific terms hereofor are otherwise breached or violated, immediate and agree that in the event that any Party shall fail irreparable harm or refuse to consummate the transactions contemplated by this Agreement or if any default injury would be caused for which money damages would not be an adequate remedy under or breach of any representationapplicable Law. Accordingly, warrantyeach party agrees that, 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 transactions contemplated by this Agreement, then in addition to the all other remedies provided hereinto which it may be entitled, including without limitation, bringing an Action for damages incurred, the other Party or Parties (the “Non-Defaulting Party”) shall be parties are entitled to seek and obtain money damages from the Defaulting Party, a decree of specific performance and shall further be entitled to an injunction restraining any violation or injunctions to prevent breaches threatened violation of any of the provisions of this Agreement or to an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, in each case without the requirement necessity of posting any other a bond or other type form of security. In addition, the Non-Defaulting Party shall event that any Action should be entitled brought in equity 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. Each enforce any of the Parties provisions of this Agreement, no party will allege, and each party hereby waives the defense, that there is an adequate remedy under applicable Law. (b) Each party further agrees that (i) it will not oppose the granting of an injunction, specific performance or and other equitable relief as provided herein on the basis that any other party has an adequate remedy at Law law or that any an award of specific performance is not an appropriate remedy for any reason at Law law or equity and (ii) no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in equityconnection with or as a condition to obtaining any remedy referred to in Section 8.5(a), and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Remedies; Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and agree that in the event that any Party shall fail or refuse to consummate the 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 (the “Defaulting Party”) shall have occurred that results in the failure to consummate the transactions contemplated by this Agreement, then in addition to the other remedies provided herein, the other Party or Parties (the “Non-Defaulting Party”) shall be entitled to seek and obtain money damages from the Defaulting Party, and shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to an order of specific performance thereof against the Defaulting Party from a court of competent jurisdiction, in each case without the requirement of posting any other bond or other type of security. 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. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other party has an adequate remedy at Law law or that any award of specific performance is not an appropriate remedy for any reason at Law law or in equity.

Remedies; Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and agree that in In the event that any Party party shall fail ------------------------------ or refuse to consummate the transactions contemplated by this Agreement (except pursuant to Sections 7.1, 7.2, 7.3 or 7.4 above) 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 transactions contemplated by this Agreementhereby, then in addition to the other remedies provided herein, the other Party or Parties non-defaulting party (the “"Non-Defaulting Party”") shall be entitled to seek and obtain money damages from the Defaulting Party, and shall be entitled Party and/or may seek to an injunction or injunctions to prevent breaches of this Agreement or to obtain an order of temporary or permanent injunctive relief or specific performance thereof against the Defaulting Party from a court of competent jurisdiction, provided that, the Non- Defaulting party seeking any injunctive relief or specific performance 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 and further provided, that in each case without the requirement of posting any other bond no event shall a Defaulting Party be liable for special, incidental or other type of securityconsequential damages. 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. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any 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.