Common use of Remedies; Specific Performance Clause in Contracts

Remedies; Specific Performance. 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. The Parties hereby agree that irreparable damage would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall be entitled to injunctive relief to prevent or restrain breaches or threatened breaches of this Agreement by the other, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Each of the Parties hereby 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 this Agreement by it, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties under this Agreement.

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 hereto will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law Law or equity upon such Partyparty, and the exercise by a Party party hereto of any one remedy will not preclude the exercise of any other remedy. The Parties hereby agree . (b) Each party hereto agrees that irreparable damage would occur in and the event that parties would not have an adequate remedy at Law if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree each party hereto agrees that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall parties will be entitled to injunctive relief from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement without the requirement of posting any bond or other indemnity, in addition to any other remedy to which it may be entitled, at Law or in equity, and each party hereto 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 this Agreement by the otherAgreement, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Each of the Parties hereby 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 this Agreement by it, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties such party under this Agreement.

Remedies; Specific Performance. Except The Company and the Executive acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Section 6, on the one hand, or the Company’s breach or threatened breach of the restrictions set forth in Section 6.5(b), on the other hand, shall result in irreparable and continuing damage to the Protected Parties or the Executive, as otherwise provided hereinapplicable, for which there may be no adequate remedy at law and that the Protected Parties or the Executive, as applicable, shall be entitled to equitable relief, including specific performance and injunctive relief as remedies for any such breach or threatened or attempted breach. The Executive and the Company hereby consent to the grant of an injunction (temporary or otherwise) against the other Party or the entry of any other court order against the other Party prohibiting and enjoining the other Party from violating, or directing the other Party to comply with the applicable provisions of Section 6. The Executive and the Company also agree that such remedies shall be in addition to any and all remedies, including damages, available to the Executive and the Protected Parties for such breaches or threatened or attempted breaches. In addition, without limiting the Protected Parties’ remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive for any breach of any other remedy conferred herebyrestriction on the Executive set forth in Section 6, or except as required by law or equity law, the Executive shall not be entitled to any Severance Benefits if the Executive has breached the covenants applicable to the Executive contained in Section 6, the Executive shall immediately return to the Protected Parties any such Severance Benefits previously received, upon such Partya breach, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties hereby agree that irreparable damage would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breachedand, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party of such breach, the Protected Parties shall have no obligation to pay any of its covenants or obligations set forth in this Agreement, the other Parties shall be entitled to injunctive relief to prevent or restrain breaches or threatened breaches of this Agreement amounts that remain payable by the other, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Company under this Agreement. Each of the Parties hereby 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 this Agreement by it, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties under this AgreementSection 5.3.

Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party Person will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such PartyPerson, and the exercise by a Party Person of any one remedy will not preclude the exercise of any other remedy. The Parties hereby agree that irreparable Irreparable damage would occur in the event that any provision of this Agreement is were not performed in accordance with its specific terms or is were otherwise breached, and that as money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party the StarTek Holder, on the one hand, and Private Company or the Parent, on the other hand, of any of its their respective covenants or obligations set forth in this Agreement, Private Company and the Parent, on the one hand, and the StarTek Holder, on the other Parties hand, shall be entitled (in addition to injunctive relief any other remedy that may be available to it whether in law or equity, including monetary damages) to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement Agreement, by the otherother (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement, in each case without posting a bond or other security. Each of the Parties hereby agrees not to No party hereto shall raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by itPrivate Company or the Parent, and or to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Private Company or the other Parties Parent under this Agreement.

Remedies; Specific Performance. (i) 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 Law or equity upon such Partyparty, and the exercise by a Party party of any one remedy will not preclude the exercise of any other remedy. . (ii) The Parties hereby parties agree that irreparable damage would occur in and the event that parties would not have an adequate remedy at Law if any provision of the provisions of this Agreement is or the Proxy were not performed in accordance with its specific terms or is were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, Stockholder agrees that the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall Seller will be entitled to injunctive relief from time to time to prevent or restrain breaches or threatened breaches of the provisions of this Agreement by or the other, Proxy and to enforce specifically enforce the terms and provisions of this Agreement and the Proxy without the requirement of posting any bond or other indemnity, in addition to prevent breaches any other remedy to which it may be entitled, at Law or threatened breaches ofin equity, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Each of the Parties hereby Stockholder 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 this Agreement by itor the Proxy, and to specifically enforce the terms and provisions of this Agreement and the Proxy to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties Stockholder under this AgreementAgreement and the Proxy.

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 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. The Parties hereby agree . (b) Each Party agrees that irreparable damage would occur in and the event that Parties would not have an adequate remedy at Law if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree each Party agrees that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall will be entitled to injunctive relief from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement without the requirement of posting any bond or other indemnity, in addition to any other remedy to which it may be entitled, at Law or in equity, and each Party 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 this Agreement by the otherAgreement, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Each of the Parties hereby 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 this Agreement by it, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties such Party under this Agreement.

Remedies; Specific Performance. (a) Except as to the extent set forth otherwise provided hereinin this Agreement (including in Sections 8.02(a), any 8.02(b) and 8.03(b)), 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 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. The Parties hereby agree . (b) Each Party agrees that irreparable damage would occur in and the event that Parties would not have an adequate remedy at law if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree each Party agrees that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall will be entitled to injunctive relief from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case (i) without the requirement of posting any bond or other indemnity and (ii) in addition to any other remedy to which it may be entitled, at law or in equity. Furthermore, each Party 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 this Agreement by the otherAgreement, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other such Party under this Agreement. Each of the Parties hereby agrees Party expressly disclaims that it is owed any duty not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of expressly set forth in this Agreement by itAgreement, and waives and releases all tort claims and tort causes of action that may be based upon, arise out of or relate to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches ofAgreement, or to enforce compliance withthe negotiation, the covenants and obligations execution or performance of the other Parties under this Agreement.

Remedies; Specific Performance. (i) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will shall be deemed cumulative with and not exclusive of any other remedy conferred herebyby this Agreement, or by law or equity upon such Party, and the exercise by a Party of any one remedy will shall not preclude the exercise of any other remedy. . (ii) The Parties hereby acknowledge and agree that irreparable damage would occur in the event that any provision of the provisions of this Agreement is were not performed in accordance with its their specific terms or is were otherwise breached, breached and that money damages or other legal remedies monetary damages, even if available, would not be an adequate remedy for therefor. It is accordingly agreed that, at any such damages. Accordinglytime prior to the termination of this Agreement pursuant to Section 16(k), the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall be entitled to injunctive relief an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other, and to enforce specifically enforce the performance of terms and provisions of this Agreement in any court referred to prevent breaches in Section 16(h), without proof of actual damages (and each Party waives any requirement for the securing or threatened breaches ofposting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or to enforce compliance with, the covenants and obligations of the other under this Agreementin equity. Each of the The Parties hereby agrees further agree not to raise any objections to the availability of the equitable assert that a remedy of specific performance enforcement is unenforceable, invalid, contrary to prevent law or restrain breaches inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach and that no failure or threatened breaches delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of this Agreement by itany other right, and to specifically enforce the terms and provisions of this Agreement to prevent breaches power or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties under this Agreementprivilege hereunder.

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 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. The Parties hereby agree . (b) Each Party agrees that irreparable damage would occur in and the event that Parties would not have an adequate remedy at law if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree each Party agrees that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall Party will be entitled to injunctive relief from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case (i) without the requirement of posting any bond or other indemnity and (ii) in addition to any other remedy to which it may be entitled, at law or in equity. Furthermore, each Party 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 this Agreement by the otherAgreement, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other such Party under this Agreement. Each of the Parties hereby agrees Party expressly disclaims that it is owed any duty not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of expressly set forth in this Agreement by itAgreement, and waives and releases all tort claims and tort causes of action that may be based upon, arise out of or relate to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches ofAgreement, or to enforce compliance withthe negotiation, the covenants and obligations execution or performance of the other Parties under this Agreement.

Remedies; Specific Performance. 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. The Parties hereby agree that irreparable damage would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree that notwithstanding the mediation and arbitration provisions set out above, in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth out in this Agreement, the other Parties Party shall be entitled to injunctive relief to prevent or restrain breaches or threatened breaches of this Agreement by the other, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Each of the Parties hereby 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 this Agreement by it, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties Party under this Agreement.

Remedies; Specific Performance. 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. The Parties hereby agree that irreparable damage would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree that in In the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth out in this Agreement, the other Parties Party shall be entitled to injunctive relief to prevent or restrain breaches or threatened breaches of this Agreement by the other, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Each of the Parties hereby 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 this Agreement by it, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties Party under this Agreement.

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, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. . (b) The Parties hereby agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any provision the Parties do not perform their respective obligations under the provisions of this Agreement is not performed (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its their specific terms or otherwise breach such provisions. It is otherwise breachedaccordingly agreed that, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordinglyprior to the valid termination of this Agreement pursuant to Section 8.1, the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall be entitled to injunctive an injunction or injunctions, specific performance and other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement by the other, and to enforce specifically enforce the terms and provisions of this Agreement Agreement, in each case without posting a bond or undertaking, this being in addition to prevent breaches any other remedy to which they are entitled at law or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreementin equity. Each of the Parties hereby agrees that it will not to raise any objections oppose the granting of an injunction, specific performance, and other equitable relief when expressly available pursuant to the availability terms of this Agreement on the equitable basis that the other Parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity. The Parties have specifically bargained for the right to prevent or restrain breaches or threatened breaches specific performance of this Agreement by itthe obligations hereunder, and to specifically enforce in accordance with the terms and provisions conditions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties under this AgreementSection 11.16.

Remedies; Specific Performance. 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. The Parties hereby agree that irreparable damage would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree that that, notwithstanding the mediation and arbitration provisions set out above, in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth out in this Agreement, the other Parties Party shall be entitled to injunctive relief to prevent or restrain breaches or threatened breaches of this Agreement by the other, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Each of the Parties hereby 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 this Agreement by it, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties Party under this Agreement.

Remedies; Specific Performance. 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. The Parties hereby agree that irreparable damage would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties Party shall be entitled to injunctive relief to prevent or restrain breaches or threatened breaches of this Agreement by the other, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Each of the Parties hereby 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 this Agreement by it, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties Party under this Agreement.

Remedies; Specific Performance. (a) Except as to the extent set forth otherwise provided hereinin this Agreement (including in Section 12.03 and Section 13.05), 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 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. The Parties hereby agree . (b) Each Party agrees that irreparable damage would occur in and the event that Parties would not have an adequate remedy at law if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, each Party agrees that Buyer and, to the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreementextent not prohibited under Section 13.13(c), the other Parties shall Seller will be entitled to injunctive relief from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement (except, for the avoidance of doubt, the obligation to cause the Equity Financing to be funded, the enforcement of which shall be governed exclusively by Section 13.13(c)), in each case (i) without the requirement of posting any bond or other indemnity and (ii) in addition to any other remedy to which it may be entitled, at law or in equity. Furthermore, except as contemplated by this Agreement, each Party agrees not to raise any objections to the availability of the equitable remedy of specific performance as a type of remedy to prevent or restrain breaches or threatened breaches of this Agreement by the otherAgreement, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other such Party under this Agreement. Each . (c) Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that Seller shall be entitled to specific performance of Buyer’s obligations to cause the Equity Financing to be funded and to consummate the Closing if, and only in the event that, prior to the termination of this Agreement, each of the Parties hereby agrees not following conditions has been satisfied: (i) all of the Closing Conditions set forth in Section 11.02 have been satisfied or waived (in each case, other than those that by their terms are to raise be satisfied at the Closing, each of which is reasonably capable of being satisfied at Closing) and Buyer fails to complete the Closing when required pursuant to this Agreement, including Section 2.02, (ii) the proceeds of the financing (net of any objections fees and similar lender charges) provided for by the Debt Financing has been funded or will be funded at the Closing or would be funded assuming the Equity Financing is funded, and (iii) Seller has confirmed in a written notice delivered to Buyer that if specific performance is granted and the net proceeds of the Equity Financing and Debt Financing (or alternative financing, to the availability extent described above) are funded, Seller stands ready, willing and able for the Closing to occur. For the avoidance of doubt, while Seller may pursue both a grant of specific performance of Buyer’s obligations to cause the Equity Financing to be funded and to consummate the Closing (to the extent expressly permitted by this Section 13.13(c)) and the payment of the equitable remedy Termination Fee, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance to prevent cause the Equity Financing to be funded (whether under this Agreement or restrain breaches or threatened breaches the Equity Commitment Letters at the Closing in accordance with the terms of this Agreement by itSection 13.13) and to consummate the Closing, on one hand, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations payment of the Termination Fee on the other Parties under this Agreementhand.

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 will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law 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. The Parties hereby agree . (b) Each Party agrees that irreparable damage would occur in and the event that Parties would not have an adequate remedy at law if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree each Party agrees that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall will be entitled to injunctive relief from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case (i) without the requirement of posting any bond or other indemnity and (ii) in addition to any other remedy to which it may be entitled, at law or in equity. Furthermore, each Party 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 this Agreement by the otherAgreement, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other such Party under this Agreement. Each Party 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 in this Agreement to the contrary, it is acknowledged and agreed that Seller shall be entitled to specific performance of Buyer’s obligations to consummate the Closing only in the event that each of the Parties hereby agrees not following conditions has been satisfied: (i) all of the conditions set forth in Section 10.02 have been satisfied (in each case, other than those to raise any objections be satisfied at the Closing itself), and Buyer fails to complete the Closing by the date the Closing is required to have occurred pursuant to this Agreement, including Section 2.03, (ii) the MUFG Financing has been funded or will be funded on the date the Closing is required to have occurred pursuant to this Agreement and (iii) Seller has confirmed in a written notice delivered to Buyer that if specific performance is granted and the MUFG Financing (or alternative financing, to the availability extent described above) are funded, Seller stands ready, willing and able for the Closing to occur. For the avoidance of the equitable remedy doubt, while Seller may pursue both a grant of specific performance as and only to prevent or restrain breaches or threatened breaches the extent expressly permitted by this Section 13.16(c) and the payment of the Termination Fee, under no circumstances shall Buyer be obligated to both specifically perform the terms of this Agreement by it, and to specifically enforce pay the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties under this AgreementTermination Fee.

Remedies; Specific Performance. 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, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties hereby agree Each Party agrees that irreparable damage would occur in and the event that Parties would not have an adequate remedy at law if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree each Party agrees that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall will be entitled to injunctive relief from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case (i) without the requirement of posting any bond or other indemnity and (ii) in addition to any other remedy to which it may be entitled, at law or in equity. Furthermore, each Party 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 this Agreement by the otherAgreement, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other such Party under this Agreement. Each of the Parties hereby agrees Party expressly disclaims that it is owed any duty not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of expressly set forth in this Agreement by itAgreement, and waives and releases all tort claims and tort causes of action that may be based upon, arise out of or relate to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches ofAgreement, or to enforce compliance withthe negotiation, the covenants and obligations execution or performance of the other Parties under this Agreement.

Remedies; Specific Performance. Except as otherwise expressly 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, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties hereby agree that irreparable damage would occur in the event that any provision Party does not perform any of its obligations under any of the provisions of this Agreement is not performed in accordance with its their specific terms or is were otherwise breached, breached and that money damages or other legal remedies would are not be an adequate remedy. It is accordingly agreed that, Buyer, on the one hand, and Sellers, on the other hand, shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent or cure breaches or anticipated breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction. Each of the Parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any such damages. Accordinglyreason at law or equity; provided, that a Party shall be permitted to oppose the Parties acknowledge granting of an injunction, specific performance and hereby agree that in other equitable relief by contesting the event existence of any a breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall be entitled to injunctive relief . Any Party hereto seeking an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by when expressly available pursuant to the other, terms of this Agreement and to enforce specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Each of the Parties hereby agrees not to raise any objections when expressly available pursuant to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches terms of this Agreement by it, and shall not be required to specifically enforce the terms and provisions provide proof of this Agreement to prevent breaches damages or threatened breaches of, any bond or to enforce compliance with, the covenants and obligations of the other Parties under this Agreementsecurity in connection with any such order or injunction.

Remedies; Specific Performance. (a) Except as otherwise provided hereinin this Agreement, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy expressly conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one such remedy will not preclude the exercise of any other such remedy. (b) Each of the Parties acknowledges and agrees that any Party would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by any Party could not be adequately compensated in all cases by monetary damages alone. The Parties hereby agree that irreparable damage would occur Accordingly, in the event that addition to any other right or remedy to which any Party may be entitled, at law or in equity, such Party will also be entitled to enforce any provision of this Agreement is not performed in accordance with its by a decree of specific terms or is otherwise breachedperformance and to temporary, preliminary, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other Parties shall be entitled to permanent injunctive relief to prevent or restrain breaches or threatened breaches of this Agreement by any of the other, and to specifically enforce the terms and provisions of this Agreement, without posting any bond or other undertaking. (c) 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 or an award of specific performance is not an appropriate remedy for any reason at law or equity. Any Party seeking an injunction or injunctions to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under with this Agreement. Each of the Parties hereby agrees not to raise any objections Agreement when expressly available pursuant to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches terms of this Agreement by it, and shall not be required to specifically enforce the terms and provisions of this Agreement to prevent breaches provide any bond or threatened breaches of, other security in connection with any such order or to enforce compliance with, the covenants and obligations of the other Parties under this Agreementinjunction.

Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party Person will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such PartyPerson, and the exercise by a Party Person of any one remedy will not preclude the exercise of any other remedy. The Parties hereby agree that irreparable Irreparable damage would occur in the event that any provision of this Agreement is were not performed in accordance with its specific terms or is were otherwise breached, and that as money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party Privet, on the one hand, and Private Company or the Parent, on the other hand, of any of its their respective covenants or obligations set forth in this Agreement, Private Company and the Parent, on the one hand, and Privet, on the other Parties hand, shall be entitled (in addition to injunctive relief any other remedy that may be available to it whether in law or equity, including monetary damages) to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement Agreement, by the otherother (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement, in each case without posting a bond or other security. Each of the Parties hereby agrees not to No party hereto shall raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by itPrivate Company or the Parent, and or to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Private Company or the other Parties Parent under this Agreement.

Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party Person will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such PartyPerson, and the exercise by a Party Person of any one remedy will not preclude the exercise of any other remedy. The Parties hereby agree that irreparable Irreparable damage would occur in the event that any provision of this Agreement is were not performed in accordance with its specific terms or is were otherwise breached, and that as money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party the Stockholder, on the one hand, and Public Company, on the other hand, of any of its their respective covenants or obligations set forth in this Agreement, Public Company, on the one hand, and the Stockholder, on the other Parties hand, shall be entitled (in addition to injunctive relief any other remedy that may be available to it whether in law or equity, including monetary damages) to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement Agreement, by the otherother (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement, in each case without posting a bond or other security. Each of the Parties hereby agrees not to No Party hereto shall raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by itthe Stockholder or Public Company, and or to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties Stockholder or Public Company under this Agreement.