Common use of Specific Performance and Remedies Clause in Contracts

Specific Performance and Remedies. The parties hereby agree that irreparable damage would occur in the event any provision of Article 6 or Paragraphs 7.1, 7.2 and 7.3 of this Agreement were not performed in accordance with its terms. Executive hereby agrees that should Executive breach any covenant under Article 6 or Paragraphs 7.1, 7.2 and 7.3 of this Agreement or threaten to breach any such covenant, Company shall be entitled (in addition to, and not in lieu of any other right or remedy that may be available to it) to temporary and permanent injunctive relief from an arbitrator or court of competent jurisdiction, without posting any bond or other form of security and without the necessity of proving actual damages. In view of the position of confidence which Executive will enjoy with the Company and the anticipated relationship with the clients, customers, and employees of the Company and its affiliates pursuant to his employment hereunder, and recognizing both the access to confidential financial and other information which Executive will have pursuant to his employment, Executive expressly acknowledges that the restrictive covenants set forth in Article 6 and Paragraphs 7.1, 7.2 and 7.3 are material and essential conditions of Executive’s employment with the Company without which the Company would not have entered into this Agreement and are reasonable and necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Company and its affiliates. Executive further acknowledges that (i) it would be difficult to calculate damages to the Company and its affiliates from any breach of his obligations under any provision contained in Article 6 or Paragraphs 7.1, 7.2 and 7.3, (ii) that injury to the Company and its affiliates from any such breach would be irreparable and impossible to measure, and (iii) that the remedy at law for any breach or threatened breach of any provision contained in Article 6 or Paragraphs 7.1, 7.2 and 7.3 would therefore be an inadequate remedy and, accordingly, the Company shall, in addition to all other available remedies (including without limitation seeking such damages as it can show it and its affiliates has sustained by reason of such breach and/or the exercise of all other rights it has under this Agreement), be entitled to injunctive and other similar equitable remedies.

Specific Performance and Remedies. (a) The parties hereby Parties hereto agree that irreparable damage would occur in the event that any provision of Article 6 or Paragraphs 7.1, 7.2 and 7.3 the provisions of this Agreement were not performed by them in accordance with its terms. Executive hereby agrees the terms hereof or were otherwise breached and that should Executive breach any covenant under Article 6 each party hereto shall be entitled to an injunction or Paragraphs 7.1, 7.2 and 7.3 injunctions to prevent breaches of the provisions of this Agreement or threaten and to breach enforce specifically the provisions of this Agreement (without any such covenant, Company shall be entitled (in addition to, and not in lieu of any other right or remedy that may be available requirement to it) to temporary and permanent injunctive relief from an arbitrator or court of competent jurisdiction, without posting post any bond or other form of security and without in connection with seeking such relief), or any other remedy at law or equity, exclusively in accordance with Section 13.7 hereof. The Parties hereto agree not to raise any objections to the necessity of proving actual damages. In view availability of the position equitable remedy of confidence which Executive specific performance to prevent or restrain breaches of this Agreement by Xxxxxxx, on the one hand, and to prevent or restrain breaches of this Agreement by the MPT Parties, on the other 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 of the Parties under this Agreement. Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding relating to this Section 13.9, for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will enjoy not bring any action relating to this Section 13.9 in any court other than the aforesaid courts. For purposes of this Section 13.9, each of the Parties hereto hereby consents to service of process in accordance with the Company and terms of Section 13.7 of this Agreement. (b) If the anticipated relationship with the clients, customers, and employees Closing shall not have occurred because of a breach by any of the Company Parties of their respective obligations under this Agreement and its affiliates pursuant all of the conditions to his employment hereunder, and recognizing both the access to confidential financial and other information which Executive will have pursuant to his employment, Executive expressly acknowledges that the restrictive covenants such Parties’ obligations as set forth in Article 6 and Paragraphs 7.1, 7.2 and 7.3 7 have either been satisfied or previously waived (or would have been satisfied or are material and essential conditions capable of Executive’s employment with the Company without which the Company would not have entered into this Agreement and are reasonable and necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Company and its affiliates. Executive further acknowledges that (i) it would be difficult to calculate damages to the Company and its affiliates from any being satisfied but for such breach of his such Parties’ respective obligations under any provision contained in Article 6 or Paragraphs 7.1, 7.2 and 7.3, (ii) that injury to the Company and its affiliates from any such breach would be irreparable and impossible to measure, and (iii) that the remedy at law for any breach or threatened breach of any provision contained in Article 6 or Paragraphs 7.1, 7.2 and 7.3 would therefore be an inadequate remedy and, accordingly, the Company shall, in addition to all other available remedies (including without limitation seeking such damages as it can show it and its affiliates has sustained by reason of such breach and/or the exercise of all other rights it has under this Agreement), subject to Sections 13.9(d) and (e) below then the non-breaching Parties shall have the right to a court order specifically enforcing the provisions of this Agreement to which such breach applies and, in any event, to specifically force the Closing to occur. If any of the non-breaching Parties brings any action to enforce specifically the performance of the terms and provisions of this Agreement by the breaching Parties, the Termination Date shall automatically be extended by (x) the amount of time during which such action is pending, plus twenty (20) Business Days or (y) such other time period established by the Delaware court presiding over such action. (c) In no event shall either party be entitled to injunctive both specific performance and other similar equitable remediesdamages. Neither party shall be entitled to special, punitive or consequential damages. (d) For the avoidance of doubt, and notwithstanding the foregoing provisions of this Section 13.9, Xxxxxxx acknowledges that Xxxxxxx shall not be entitled to an injunction or injunctions or otherwise to enforce specifically the provisions of this Agreement unless the IASIS Seller Parties are entitled to seek specific performance to cause the MPT Parties to consummate the Purchase Transaction pursuant to Section 10.10 of the Purchase Agreement. (e) For the avoidance of doubt, and notwithstanding the foregoing provisions of this Section 13.9, the MPT Parties acknowledge that the MPT Parties shall not be entitled to an injunction or injunctions or otherwise to enforce specifically the provisions of this Agreement unless IASIS is entitled to seek specific performance to cause Xxxxxxx and Merger Sub to consummate the Merger pursuant to Section 10.12 of the Merger Agreement.

Specific Performance and Remedies. (a) The parties hereby hereto agree that irreparable damage would occur in the event that any provision of Article 6 or Paragraphs 7.1, 7.2 and 7.3 the provisions of this Agreement were not performed by them in accordance with its terms. Executive hereby agrees the terms hereof or were otherwise breached and that should Executive breach any covenant under Article 6 each party hereto shall be entitled to an injunction or Paragraphs 7.1, 7.2 and 7.3 injunctions to prevent breaches of the provisions of this Agreement or threaten and to breach enforce specifically the provisions of this Agreement (without any such covenant, Company shall be entitled (in addition to, and not in lieu of any other right or remedy that may be available requirement to it) to temporary and permanent injunctive relief from an arbitrator or court of competent jurisdiction, without posting post any bond or other form security in connection with seeking such relief), in addition to any other remedy at law or equity, exclusively in the Delaware Court of security Chancery and without any state appellate court therefrom within the necessity State of proving actual damagesDelaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). In view The parties hereto agree not to raise any objections to the availability of the position equitable remedy of confidence which Executive specific performance to prevent or restrain breaches of this Agreement by the Company, the FFC Funds, and the Stockholders’ Representative, on the one hand, and to prevent or restrain breaches of this Agreement by Buyer, MergerCo, or MPT TRS Entity, on the other 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 of the parties under this Agreement. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding relating to this Section 11.9, for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will enjoy not bring any action relating to this Section 11.9 in any court other than the aforesaid courts. For purposes of this Section 11.9, each of the parties hereto hereby consents to service of process in accordance with the Company and terms of Section 11.8 of this Agreement. (b) If the anticipated relationship with the clients, customers, and employees Closing shall not have occurred because of a breach by any of the Company parties of their respective obligations under this Agreement and its affiliates pursuant all of the conditions to his employment hereunder, and recognizing both the access to confidential financial and other information which Executive will have pursuant to his employment, Executive expressly acknowledges that the restrictive covenants such parties’ obligations as set forth in Article 6 and Paragraphs 7.1, 7.2 and 7.3 VIII have either been satisfied or previously waived (or would have been satisfied or are material and essential conditions capable of Executive’s employment with the Company without which the Company would not have entered into this Agreement and are reasonable and necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Company and its affiliates. Executive further acknowledges that (i) it would be difficult to calculate damages to the Company and its affiliates from any being satisfied but for such breach of his such parties’ respective obligations under any provision contained in Article 6 or Paragraphs 7.1, 7.2 and 7.3, (ii) that injury to the Company and its affiliates from any such breach would be irreparable and impossible to measure, and (iii) that the remedy at law for any breach or threatened breach of any provision contained in Article 6 or Paragraphs 7.1, 7.2 and 7.3 would therefore be an inadequate remedy and, accordingly, the Company shall, in addition to all other available remedies (including without limitation seeking such damages as it can show it and its affiliates has sustained by reason of such breach and/or the exercise of all other rights it has under this Agreement), then the non-breaching parties shall have the right to a court order specifically enforcing the provisions of this Agreement to which such breach applies and, in any event, to specifically force the Closing to occur. If any of the non-breaching parties brings any action to enforce specifically the performance of the terms and provisions of this Agreement by the breaching parties, the Termination Date shall automatically be entitled to injunctive and extended by (x) the amount of time during which such action is pending, plus twenty (20) Business Days or (y) such other similar equitable remediestime period established by the Delaware court presiding over such action.