Common use of Specific Performance; Enforcement Clause in Contracts

Specific Performance; Enforcement. The Purchaser agrees that irreparable damage may occur to the Company in the event any provision of this Agreement is not performed by the Purchaser or any of its successors or permitted assigns in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity, without a requirement to post bond or any other security. This Agreement may be enforced only by the Company and the Purchaser, and none of the Company’s direct or indirect creditors nor any other person that is not a party to this Agreement shall have any right to enforce this Agreement or to cause the Company to enforce this Agreement. The parties hereto further agree not to assert that a remedy of specific enforcement pursuant to this Section 8(q) is unenforceable, invalid, contrary to applicable law or inequitable for any reason and to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate. In connection with any action for which the Company is entitled to an award of money damages, each of the Company and the Purchaser agrees that such damages, to the extent payable by such party, shall include, without limitation, damages related to the cash consideration that is or was to be paid to the Company or its equityholders under the Business Combination Agreement and/or this Agreement, and such damages are not limited to an award of out-of-pocket fees and expenses related to the Business Combination Agreement and this Agreement. The parties acknowledge and agree that this Section 8(q) is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Agreement.

Specific Performance; Enforcement. The Purchaser agrees Purchasers agree that irreparable damage may occur to the Company in the event any provision of this Agreement is not performed by the Purchaser Purchasers or any of its their successors or permitted assigns in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity, without a requirement to post bond or any other security. This Agreement may be enforced only by the Company and the PurchaserPurchasers, and none of the Company’s direct or indirect creditors nor any other person that is not a party to this Agreement shall have any right to enforce this Agreement or to cause the Company to enforce this Agreement. The parties hereto further agree not to assert that a remedy of specific enforcement pursuant to this Section 8(q7(q) is unenforceable, invalid, contrary to applicable law or inequitable for any reason and to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate. In connection with any action for which the Company is entitled to an award of money damages, each of the Company and the Purchaser agrees Purchasers agree that such damages, to the extent payable by such party, shall include, without limitation, damages related to the cash consideration that is or was to be paid to the Company or its equityholders under the Business Combination Agreement and/or this Agreement, and such damages are not limited to an award of out-of-pocket fees and expenses related to the Business Combination Agreement and this Agreement. The parties acknowledge and agree that this Section 8(q7(q) is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Agreement.