Specific Performance; Dispute Resolution Clause Samples

Specific Performance; Dispute Resolution. (a) It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that Holders would suffer if the Company fails to comply with any of its obligations in these Terms or the related provisions of the LLC Agreement, including for the avoidance of doubt, the failure to comply with any covenant set forth in Section 9, Section 10 or Section 12 in these Terms, and that, in the event of any such failure, the Holders will be irreparably damaged and will not have an adequate remedy at law. The Holders shall, therefore, be entitled (in addition to, and not in lieu of, any other remedy to which the Holders may be entitled at law or in equity) to equitable and injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in equity to enforce any of the provisions of these Terms or such related provisions of the LLC Agreement, none of the Company or its Members shall raise the defense that the Holders have an adequate remedy at law. For the avoidance of any doubt, the Holders and the Company acknowledge and agree that any increase in the Fixed Distribution Rate or Floating Distribution Rate pursuant to Section 11(b) shall not be the Holders’ sole or exclusive remedy for any failure by the Company to comply with these Terms or such related provisions of the LLC Agreement and that the Holders shall be entitled (in addition to, and not in lieu of, the rights in respect of such increase under Section 11(b)) to all other rights and remedies available at law or in equity. (b) Notwithstanding the dispute resolution proceedings set forth in Section 11.06 of the LLC Agreement, the Holders and the Company irrevocably agree that any legal action or proceeding with respect to these Terms and the rights and obligations arising under these Terms and the related provisions of the LLC Agreement, or for recognition and enforcement of any judgment in respect of these Terms and the rights and obligations arising under these Terms and the related provisions of the LLC Agreement brought by the Company or any Holder or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (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). Each of the Holders and the Co...