Common use of Specific Enforcement, Consent to Jurisdiction Clause in Contracts

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable 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, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIII, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (i) of Section 9.10(b), without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each of the parties (i) consents to submit itself to the personal jurisdiction of any Delaware state court or any federal court located in the State of Delaware in the event any dispute arises out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement in any court other than any Delaware state court or any federal court sitting in the State of Delaware.

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIII, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (i) of Section 9.10(b), without proof of actual damages (and each party hereby waives any requirement the United States District Court for the securing or posting Southern District of any bond in connection with such remedy)New York, this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceableIn addition, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each each of the parties hereto (ia) consents to submit itself to the personal jurisdiction of any Delaware state court or any federal court located in the State United States District Court for the Southern District of Delaware New York in the event any dispute arises out of this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and court, (iiic) agrees that it will not bring any action relating to this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement in any court other than the United States District Court for the Southern District of New York and (d) waives any Delaware state court requirement for the securing or posting of any federal court sitting bond, guarantee or other undertaking in connection with the State obtaining of Delawareany specific performance or injunctive relief. Any party’s pursuit of specific performance 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, including the right to pursue remedies for liabilities or damages incurred or suffered by such party.

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable 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, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIII, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (i) of Section 9.10(b), without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each of the parties (i) consents to submit itself to the personal jurisdiction of any Delaware state court or any federal court located in the State of Delaware in the event any dispute arises out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement in any court other than any Delaware state court or any federal court sitting in the State of Delaware. (c) Notwithstanding anything to the contrary in this Agreement, each of CTWS and SJW agrees that it will not, and in the case of CTWS, will cause its Subsidiaries and Affiliates to not, bring or support the bringing of any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources (in their capacities as such) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Commitment Letter or any other agreement relating to the Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). The parties hereto further agree to waive and hereby irrevocably waive, to the fullest extent permitted by law, any objection which it may now have or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and makes the agreements, waiver and consents set forth in Section 9.10(b) above but with respect to the courts specified in this Section 9.10(c).

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIII, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any Federal court referred to located in clause (i) the State of Section 9.10(b)Delaware or in any state court in the State of Delaware, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy)damages, this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceableIn addition, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each each of the parties hereto (ia) consents to submit itself to the personal jurisdiction of any Federal court located in the State of Delaware or of any state court or any federal court located in the State of Delaware in the event any dispute arises out of this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and court, (iiic) agrees that it will not bring any action relating to this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement in any court other than any Delaware state a Federal court or any federal court sitting located in the State of DelawareDelaware or a state court located in the State of Delaware and (d) and irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated by this Agreement in a Federal court located in the State of Delaware or of any state court located in the State of Delaware or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party hereto (a) hereby waives, in any action for specific performance, the defense of adequacy of a remedy at law and that monetary damagesany requirement for the posting of any bond or other security in connection with any such remedy and (b) agrees, even if availablein addition to any other remedy to which the other party may be entitled at law or in equity, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination granting of specific performance of this Agreement pursuant to Article VIIIin any action instituted with respect hereto, the parties shall be entitled to including an injunction or injunctions to prevent or restrain breaches, violations, defaults or threatened defaults, violations or breaches of this Agreement and to any other equitable relief, including specific performance, in each case in favor of the other party, without any requirement for the posting of any bond or other security and to enforce specifically the performance of terms and provisions of this Agreement in any Federal court referred to located in clause (i) the State of Section 9.10(b), without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law Delaware or in equityany state court in the State of Delaware. The parties further agree not to assert that a remedy of specific enforcement is unenforceableIn addition, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each each of the parties hereto (ia) consents to submit itself to the personal jurisdiction of any Federal court located in the State of Delaware or of any state court or any federal court located in the State of Delaware in the event any dispute arises out of this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiic) agrees that it will not bring any action relating to this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement in any court other than any a Federal court located in the State of Delaware or a state court or any federal court sitting located in the State of Delaware.

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable 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, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIII, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (i) of the first sentence of Section 9.10(b), without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each of the parties (i) consents to submit for itself and its property to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware and any appellate court thereof, or, if the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that, notwithstanding section 111 of the DGCL, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, any Delaware state court or any federal court located in the State of Delaware and any appellate court thereof in the event any dispute arises out of this Agreement, the Merger or any of the other transactions contemplated by this AgreementTransactions, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and court, (iii) agrees that it will not bring any action relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement Transactions in any court other than as provided in clause (i) of this Section 9.10(b), (iv) agrees that service of process or summons by registered mail addressed to them at their respective addresses provided herein shall be effective service of process against them for any Delaware state court such Proceeding brought in any such court, (v) agrees to waive and hereby waives, to the fullest extent permitted by applicable Law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any federal court sitting such Proceeding in any such court, and (vi) agrees that a final and unappealable judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the State of Delawarejudgment or in any other manner provided by applicable Law.

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIII, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any Federal court referred to located in clause (i) the State of Section 9.10(b), without proof Delaware or in the Court of actual damages (and each party hereby waives any requirement for Chancery in the securing or posting State of any bond in connection with such remedy)Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceableIn addition, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each each of the parties hereto (ia) consents to submit itself to the personal jurisdiction of any Delaware state court or any federal Federal court located in the State of Delaware or of the Court of Chancery in the State of Delaware in the event any dispute arises out of this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and court, (iiic) agrees that it will not bring any action relating to this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement in any court other than any Delaware state a Federal court or any federal court sitting located in the State of DelawareDelaware or the Court of Chancery in the State of Delaware and (d) agrees that to the extent that the Chancery Court in the State of Delaware is able to hear and decide any matter between the parties hereto relating to the Merger or this Agreement, the parties will submit such matter to such Chancery Court and will not attempt to remove or move such matter to any other court.

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable 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, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIII‎Article 8, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (i‎(i) of Section 9.10(bthe first sentence of ‎Section 9.11(b), without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each of the parties (i) consents to submit itself to the personal jurisdiction of any Delaware state court or any federal court located in the State of Delaware in the event any dispute arises out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement in any court other than any Delaware state court or any federal court sitting in the State of Delaware.

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, money damages or other legal remedies would not be an adequate remedy thereforfor such damage. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIII, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, any court referred to of the United States located in clause (i) the State and County of Section 9.10(b), New York without proof of actual damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breachremedy. (b) Each In addition, each of the parties hereto (i) hereby irrevocably and unconditionally consents to submit itself to the personal jurisdiction and venue of the Court of Chancery of the State of Delaware and, if under applicable Law exclusive jurisdiction is vested in the Federal courts, any Delaware state court or any federal court of the United States located in the State and County of Delaware New York, in the event any dispute arises out of this Agreement, the Merger Agreement or any of the other transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and agrees not to plead or claim any objection to the laying of venue in any such court and or that any judicial proceeding in any such court has been brought in an inconvenient forum, (iii) agrees that it will not bring any action Action relating to this Agreement, the Merger Agreement or any of the other transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, any Delaware state court or any federal court sitting of the United States located in the State and County of DelawareNew York, (iv) hereby appoints CT Corporation as its agent to receive on its behalf service of copies of the summons and complaint and any other process that might be served in any such Action or proceeding, (v) consents to service of process being made by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 9.2 or to the party to be served in care of CT Corporation at the address and in the manner provided for the giving of notices in Section 9.2 and (vi) agrees that a final judgment in any Action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. Nothing in this Section 9.9(b) shall affect the right of any party to serve legal process in any other manner permitted by law or at equity. (c) Without limiting other means of service of process permissible under applicable Law, each of the Company and Parent hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated hereby.

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and hereto agree that irreparable 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, and that for which monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior would occur in the event that the parties hereto do not perform their obligations pursuant to the termination of this Agreement pursuant to Article VIIIin accordance with its specified terms or otherwise breach such terms. Accordingly, the parties acknowledge and agree that the parties shall be entitled to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (i) of Section 9.10(b), without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy)hereof, this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that an award of specific performance is not an appropriate remedy for any reason at law or in equity. In addition, each of the parties hereto: (iA) consents to submit itself to the personal jurisdiction of any federal court located in the State of Delaware state court or any federal state court located in the State of Delaware in the event that any dispute arises out of this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement, hereby; (iiB) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court court; and (iiiC) agrees that it will not bring any action relating to this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement hereby, in any court other than any a federal court located in the State of Delaware or a state court or any federal court sitting located in the State of Delaware. This Section 9.7 shall not apply to the mandatory arbitration provision set forth in Section 8.9(b).

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable 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, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIIIVII, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any federal court referred to located in clause (i) the State of Section 9.10(b), without proof Delaware or in the Delaware Court of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy)Chancery, this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceableIn addition, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each each of the parties hereto (ia) consents to submit hereby submits itself to the personal jurisdiction of any federal court located in the State of Delaware or of any state court or any federal court located in the State of Delaware in the event any dispute arises out of this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement, (iib) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiic) agrees that it will shall not bring any action relating to this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement in any court other than any Delaware state court or any a federal court sitting located in the State of DelawareDelaware or the Delaware Court of Chancery. NV and PLC shall at all times maintain an agent for service of process and any other documents in proceedings in the United States or any other proceedings in connection with this Agreement. The agent for service for NV and PLC shall be Parent (or such other person as notified in writing to the Company) and any claim form, judgment or other notice of legal process shall be sufficiently served on NV or PLC if delivered to such agent at its address for the time being.

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable 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, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIIIVII, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any federal court referred to located in clause (i) the State of Section 9.10(b), without proof Delaware or in the Delaware Court of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy)Chancery, this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceableIn addition, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each each of the parties hereto (ia) consents to submit hereby submits itself to the personal jurisdiction of any federal court located in the State of Delaware or of any state court or any federal court located in the State of Delaware in the event any dispute arises out of this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement, (iib) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiic) agrees that it will shall not bring any action relating to this Agreement, Agreement Table of Contents or the Merger or any of the other transactions contemplated by this Agreement in any court other than any Delaware state court or any a federal court sitting located in the State of DelawareDelaware or the Delaware Court of Chancery. NV and PLC shall at all times maintain an agent for service of process and any other documents in proceedings in the United States or any other proceedings in connection with this Agreement. The agent for service for NV and PLC shall be Parent (or such other person as notified in writing to the Company) and any claim form, judgment or other notice of legal process shall be sufficiently served on NV or PLC if delivered to such agent at its address for the time being.

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable 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, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIII8, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (i) of the first sentence of Section 9.10(b9.11(b), without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each of the parties (i) consents to submit itself to the personal jurisdiction of any Delaware state court or any federal court located in the State of Delaware in the event any dispute arises out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement in any court other than any Delaware state court or any federal court sitting in the State of Delaware.

Specific Enforcement, Consent to Jurisdiction. (a) The parties Company and the Purchasers acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement, the Certificate of Designation or the Registration Rights Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIII, that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the Registration Rights Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (i) of Section 9.10(b), without proof of actual damages (and each party hereby waives any requirement for the securing hereof or posting of any bond in connection with such remedy)thereof, this being in addition to any other remedy to which they are any of them may be entitled at by law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each of the parties Company and the Purchasers (i) consents to submit itself hereby irrevocably submits to the personal exclusive jurisdiction of any Delaware state court or any federal court located the United States District Court sitting in the Southern District of New York and the courts of the State of Delaware New York located in New York county for the event purposes of any dispute arises suit, action or proceeding arising out of or relating to this Agreement, the Merger Agreement or any of the other Transaction Documents or the transactions contemplated by this Agreement, hereby or thereby and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court service shall constitute good and (iii) agrees that it will not bring any action relating to this Agreement, the Merger or any sufficient service of the other transactions contemplated by this Agreement process and notice thereof. Nothing in any court other than any Delaware state court or any federal court sitting in the State of Delaware.this

Specific Enforcement, Consent to Jurisdiction. (a) The parties acknowledge and agree that irreparable 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, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article VIII, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (i) of the first sentence of Section 9.10(b), without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each of the parties (i) consents to submit itself to the personal jurisdiction of any Delaware state court or any federal court located in the State of Delaware in the event any dispute arises out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement in any court other than any Delaware state court or any federal court sitting in the State of Delaware.