Specific Performance; Damages. (a) The Participant hereby acknowledges and agrees that in the event of any breach of Section 7 of this Agreement, the Company would be irreparably harmed and could not be made whole by monetary damages. The Participant accordingly agrees to waive the defense in any action for injunctive relief or specific performance that a remedy at law would be adequate and that the Company, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to an injunction or to compel specific performance of Section 7.
(b) In addition to any other remedy to which the Company may be entitled at law or in equity (including the remedy provided in the preceding paragraph), the Participant hereby acknowledges and agrees that in the event of any breach of Section 7 of this Agreement, Participant shall be required to refund to the Company the value received by Participant upon exercise of the Stock Options measured by the amount that the “Stock Value” exceeds the Option Price; provided, however, that the Company makes any such claim, in writing, against Participant alleging a violation of Section 7 not later than two years following your termination of employment with the Company. The Stock Value shall be the sale price of the Shares issued upon exercise of the Stock Option, if and to the extent such Shares were sold on the date of such exercise; otherwise, the Stock Value shall be the closing price of Shares as reported on the New York Stock Exchange (or such other exchange or facility as is determined by the Administrator if the Shares are not then traded on the New York Stock Exchange) on the date of the exercise of the Stock Option.
Specific Performance; Damages. In the event of a breach or threatened breach of the provisions of Sections 7 or 8 hereof, Employee agrees that the injury which would be suffered by Employer would be of a character which could not be fully compensated for solely by a recovery of monetary damages. Accordingly, Employee agrees that in the event of a breach or threatened breach of Section 7 or 8 hereof, in addition to and not in lieu of any damages sustained by Employer and any other remedies which Employer may pursue hereunder or under any applicable law, Employer shall have the right to equitable relief, including issuance of a temporary or permanent injunction, by any court of competent jurisdiction against the commission or continuance of any such breach or threatened breach, without the necessity of proving any actual damages or posting of any bond or other surety therefor. In addition to, and not in limitation of the foregoing, Employee understands and confirms that, in the event of a breach or threatened breach of Section 7 or 8 hereof, Employee may be held financially liable to Employer for any loss suffered by Employer as a result.
Specific Performance; Damages. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach of this Agreement, including, without limitation, a court of competent jurisdiction requiring any Party to comply promptly with any of its obligations in this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall any Party or their representatives be liable to any other Party hereunder for any punitive, incidental, consequential, special or indirect damages, including the loss of future revenue or income or opportunity, relating to the breach or alleged breach of this Agreement.
Specific Performance; Damages. In the event of a breach or threatened breach of the provisions of Section 6 or Section 7 hereof, Executive agrees that the injury which could be suffered by the Company (which for purposes of this Section 10 shall include the Company’s successor-in-interest, subsidiaries and affiliates) would be of a character which could not be fully compensated for solely by a recovery of monetary damages. Accordingly, Executive agrees that in the event of a breach or threatened breach of Section 6 or Section 7 hereof, in addition to and not in lieu of any damages sustained by the Company and any other remedies which the Company may pursue hereunder or under any applicable law, the Company shall have the right to equitable relief, including but not limited to the issuance of a temporary or permanent injunction or restraining order, by any court of competent jurisdiction against the commission or continuance of any such breach or threatened breach, without the necessity of proving any actual damages. In addition to, and not in limitation of the foregoing, Executive understands and confirms that, in the event of a breach or threatened breach of Section 6 or Section 7 hereof, Executive may be held financially liable to the Company for any loss suffered by the Company as a result.
Specific Performance; Damages. In the event of a breach or threatened breach of the provisions of Section 6 or Section 7 hereof, Executive agrees that the injury which could be suffered by the Company (which for purposes of this Section 10 shall include the Company’s successor-in-interest, subsidiaries and affiliates) would be of a character which could not be fully compensated for Table of Contents solely by a recovery of monetary damages. Accordingly, Executive agrees that in the event of a breach or threatened breach of Section 6 or Section 7 hereof, in addition to and not in lieu of any damages sustained by the Company and any other remedies which the Company may pursue hereunder or under any applicable law, the Company shall have the right to equitable relief, including but not limited to the issuance of a temporary or permanent injunction or restraining order, by any court of competent jurisdiction against the commission or continuance of any such breach or threatened breach, without the necessity of proving any actual damages. In addition to, and not in limitation of the foregoing, Executive understands and confirms that, in the event of a breach or threatened breach of Section 6 or Section 7 hereof, Executive may be held financially liable to the Company for any loss suffered by the Company as a result.
Specific Performance; Damages. Each Party recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the other Parties to sustain damages for which such Parties would not have an adequate remedy at Applicable Law for money damages, and therefore each Party agrees that in the event of any such breach the other Parties shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which such Parties may be entitled, at Applicable Law or in equity. In no event will any of the Parties be liable for incidental, consequential, punitive or exemplary damages in any action arising from or relating to this Agreement.
Specific Performance; Damages. In the event of a breach or threatened breach of the provisions of Paragraphs 5, 6 or 7 hereof, you agree that the injury which would be suffered by the Company would be of a character which could not be fully compensated for solely by a recovery of monetary damages. Accordingly, you agree that in the event of a breach or threatened breach of Paragraphs 5, 6 or 7 hereof, in addition to and not in lieu of any damages sustained by the Company and any other remedies which the Company may pursue hereunder or under any applicable law, the Company shall have the right to equitable relief, including issuance of a temporary or permanent injunction, by any court of competent jurisdiction against the commission or continuance of any such breach or threatened breach, without the necessity of proving any actual damages or posting of any bond or other surety therefor. In addition to, and not in limitation of the foregoing, you understand and confirm that, in the event of a breach or threatened breach of Paragraphs 5, 6 or 7 hereof, you may be held financially liable to the Company for any loss suffered by the Company as a result.
Specific Performance; Damages. In the event of a breach or threatened breach of the provisions of Sections 4 or 5 hereof, Employee agrees that the injury which would be suffered by Employer would be of a character for which Employer could not be fully compensated solely by recovery of monetary damages. Accordingly, Employee agrees that in the event of a breach or threatened breach of Section 4 or 5 hereof, in addition to, and not in lieu of, any damages sustained by Employer and any other remedies which Employer may pursue hereunder or under any applicable law, Employer shall have the right to immediate equitable relief, including temporary or permanent injunctive relief, by any court of competent jurisdiction against the commission or continuance of any such breach or threatened breach, without the necessity of proving any actual damages or posting of any bond or other surety therefor unless required to do so by law, and that Employer may cease to make any payments and provide any benefits that Employer may otherwise be required to make or provide pursuant to this Agreement. In addition to, and not in limitation of the foregoing, Employee understands and confirms that, in the event of a breach or threatened breach of Section 4 or 5 hereof, Employee may be held liable for monetary damages to Employer for any loss suffered by Employer as a result of such conduct.
Specific Performance; Damages. The Parties agree that the aggrieved Party or Parties would suffer irreparable damage prior to a termination of this Agreement in the event that the Closing is not consummated in accordance with the terms of this Agreement, 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 their covenants or obligations set forth in this Agreement, the aggrieved Party or Parties will be entitled to an injunction or injunctions to prevent or restrain such breaches or threatened breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement to prevent such breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement, in addition to any other remedy to which the aggrieved Party or Parties are entitled at law or in equity, including the right to terminate this Agreement pursuant to Article VII and to seek money damages. The Parties each hereby agree 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. The Parties each hereby waive (i) any defenses in any Proceeding for specific performance, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.
Specific Performance; Damages. The parties agree that irreparable damage would occur in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties (and, for the avoidance of doubt, the Company) shall be entitled to seek specific performance of the terms hereof. The parties hereby agree that specific performance shall be the sole and exclusive remedy at law or equity with respect to breaches by any of the parties in connection with this letter agreement or the transactions contemplated hereby and that it may not seek or accept any other form of relief that may be available for breach under this letter agreement or the Other Agreements (as defined below) or otherwise in connection with this letter agreement or the transactions contemplated hereby (including monetary damages). The parties hereby agree 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 letter agreement by any party and to specifically enforce the terms and provisions of this letter agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of each party under this letter agreement. Notwithstanding any other term or condition of this letter agreement, under no circumstance shall Investor’s maximum liability hereunder for any reason, including its knowing and material breach of any of its commitments set forth herein, exceed the Commitment, and such damages shall not include any special, indirect or consequential damages. Notwithstanding any provision of the Other Agreements or this letter agreement to the contrary, in no event shall Investor be liable to the Company for any damages resulting or stemming from or in any way related to the failure of any other party to the Escrow Agreements, Acceptable LCs or that certain Amended and Restated Limited Liability Company Agreement of Purchaser, dated as of March 31, 2010, by and among the Original Member, the Managing Member and the Members named therein (in each case, as such term is defined therein) to have failed to fund such other party’s respective commitment.
