Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.
Appears in 3 contracts
Samples: Share Purchase Agreement (Cullinan Oncology, Inc.), Asset Purchase Agreement (TigerLogic CORP), Merger Agreement (NeoStem, Inc.)
Specific Performance and Other Remedies. (a) The Each party hereby acknowledges that the rights of each party to consummate the Transactions and the covenants of the parties to this Agreement agree are special, unique and of extraordinary character and that, in the event of that any breach party violates or threatened breach fails or refuses to perform any covenant or agreement made by it herein, the other non-breaching party may be without an adequate remedy at Law. In the event that any party violates or parties hereto of fails or refuses to perform any covenantcovenant or agreement made by such party herein, obligation or other agreement set forth in this Agreement, (i) each the non-breaching party shall be entitled, without any proof of actual damages (and in addition to any the exercise of other remedy that may be available to it)remedies, to seek and (subject to court approval) obtain injunctive and other equitable relief, without necessity of posting a decree or order of specific performance or mandamus to enforce the observance and performance of bond, restraining such covenant, obligation or other agreement and an injunction preventing or restraining party from committing such breach or threatened breach. Except as otherwise expressly provided herein, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding.
(b) Any and all remedies herein expressly conferred herein upon a party hereto shall will be deemed to be cumulative with, with and not exclusive of, of any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.
Appears in 2 contracts
Samples: Merger Agreement (PTC Inc.), Agreement and Plan of Merger (PTC Inc.)
Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed by any party in accordance with their specific terms or were otherwise breached by such party. The parties to this Agreement accordingly agree that in the event of any breach or threatened breach by the other a party or parties hereto hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each other party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding.
(b) . Any and all remedies herein expressly conferred herein upon a party hereto shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Babylon Holdings LTD), Merger Agreement (Veeva Systems Inc)
Specific Performance and Other Remedies. (a) The parties Parties to this Agreement agree that, in the event of any breach or threatened breach by the any other party or parties hereto hereto, of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitledentitled to seek, without any proof of actual damages (at its own costs and in addition to any other remedy that may be available to it)expenses, to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding.
(b) . Any and all remedies herein expressly conferred herein upon a party hereto shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, hereby or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Iridex Corp), Asset Purchase Agreement (Iridex Corp)
Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding.
(b) Any and all remedies herein expressly conferred herein upon a party hereto shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.
Appears in 1 contract
Samples: Asset Purchase Agreement (Synchronoss Technologies Inc)
Specific Performance and Other Remedies. The rights and remedies of the Parties shall be cumulative (a) and not alternative). The parties to this Agreement Parties agree that, in the event of any breach or threatened breach by the other party or parties hereto any Party of any covenant, obligation or other agreement provision set forth in this Agreement, Agreement for the benefit of another Party: (ia) each party such other Party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order ) to: (1) an Order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement provision; and (2) an injunction preventing or restraining such breach or threatened breach, ; and (iib) no party hereto such other Party shall not be required to provide or post any bond or other security or collateral in connection with any such decree, order Order or injunction or in connection with any related action or legal proceeding.
(b) Action. Any and all remedies herein expressly conferred herein upon a party Party hereto shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in 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.
Appears in 1 contract
Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to seek a decree or order Order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order Order or injunction or in connection with any related action or legal proceedingClaim.
(b) Any and all remedies herein expressly conferred herein upon a party hereto shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law Law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Auris Medical Holding Ltd.)
Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto or any Stockholder, of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceedingActions.
(b) Any and all remedies herein expressly conferred herein upon a party hereto shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.
Appears in 1 contract
Samples: Merger Agreement (Bioventus Inc.)
Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to seek a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, breach and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceedingAction.
(b) Any and all remedies herein expressly conferred herein upon a party hereto shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law Law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)