Common use of Specific Performance; Governing Law Clause in Contracts

Specific Performance; Governing Law. The parties acknowledge and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to at law or equity, the other party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Court of Chancery of the State of Delaware or, if just court declines jurisdiction, the federal courts of the State of Delaware or, if such courts decline jusrisdiction, the state courts of the State of Delaware. In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law. Furthermore, each of the parties hereto (a) consents to submit itself or himself to the exclusive personal jurisdiction of the aforementioned courts in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it or he shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it or he shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the aforementioned courts as provided above, (d) irrevocably waives any right to trial by jury, (e) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (f) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 1.6 (if applicable), the address of such party’s principal place of business (if the address of such party is not set forth in Section 1.6) or such party’s address as determined pursuant to applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

Specific Performance; Governing Law. The parties acknowledge and Parties agree that if for any reason irreparable damage would occur in the event any of the provisions of this Agreement are were not performed in accordance with their specific the terms or are otherwise breached, immediate hereof and irreparable harm or injury would be caused for which money damages that such damage would not be an adequate remedyadequately compensable in monetary damages. Accordingly, each party agrees that in addition to other remedies the other party Parties hereto shall be entitled to at law or equity, the other party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and Agreement, to enforce specifically the terms and provisions of this Agreement exclusively in the Court of Chancery of the State of Delaware or, if just court declines jurisdiction, the or other federal courts of the State of Delaware or, if such courts decline jusrisdiction, the or state courts of the State of Delaware. In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law. Furthermore, each of the parties Parties hereto (ai) consents to submit itself or himself to the exclusive personal jurisdiction of the aforementioned Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (bii) agrees that it or he shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that it or he shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the aforementioned Court of Chancery or other federal or state courts as provided aboveof the State of Delaware, (d) and each of the Parties irrevocably waives any the right to trial by jury, (e) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (fiv) each of the Parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 1.6 (if applicable), on Schedule E of the address of such party’s principal place of business (if the address of such party is not set forth in Section 1.6) Contribution and Sale Agreement or such party’s address as determined pursuant to otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

Specific Performance; Governing Law. The parties acknowledge and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to at law or equity, the other party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Court of Chancery of the State of Delaware or, if just court declines jurisdiction, the federal courts of the State of Delaware or, if such courts decline jusrisdiction, the state courts of the State of Delaware. In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law. Furthermore, each of the parties hereto (a) consents to submit itself or himself to the exclusive personal jurisdiction of the aforementioned courts in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it or he shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it or he shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the aforementioned courts as provided above, (d) irrevocably waives any right to trial by jury, (e) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (f) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 1.6 1.7 (if applicable), the address of such party’s principal place of business (if the address of such party is not set forth in Section 1.61.8) or such party’s address as determined pursuant to applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

Specific Performance; Governing Law. The parties acknowledge and Parties agree that if for any reason irreparable damage would occur in the event any of the provisions of this Agreement are were not performed in accordance with their specific the terms or are otherwise breached, immediate hereof and irreparable harm or injury would be caused for which money damages that such damage would not be an adequate remedyadequately compensable in monetary damages. Accordingly, each party agrees that in addition to other remedies the other party Parties hereto shall be entitled to at law or equity, the other party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and Agreement, to enforce specifically the terms and provisions of this Agreement exclusively in the state courts in Oakland County, Michigan or the U.S. District Court for the Eastern District of Chancery of the State of Delaware or, if just court declines jurisdiction, the Michigan or other federal courts of the State of Delaware or, if such courts decline jusrisdiction, the or state courts of the State of Delaware. In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at lawMichigan. Furthermore, each of the parties Parties hereto (ai) consents to submit itself or himself to the exclusive personal jurisdiction of the aforementioned state courts in Oakland County, Michigan or the U.S. District Court for the Eastern District of Michigan or other federal or state courts of the State of Michigan in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (bii) agrees that it or he shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that it or he shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the aforementioned state courts as provided abovein Oakland County, (d) Michigan or the U.S. District Court for the Eastern District of Michigan or other federal or state courts of the State of Michigan, and each of the Parties irrevocably waives any the right to trial by jury, (e) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (fiv) each of the Parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 1.6 (if applicable), the address 6(f) of such party’s principal place of business (if the address of such party is not set forth in Section 1.6) this Agreement or such party’s address as determined pursuant to otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE MICHIGAN APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

Specific Performance; Governing Law. The parties hereto agree and acknowledge and agree that if for any reason any of the provisions a breach of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and would cause irreparable harm or injury would be caused for which and remedies available at law (including money damages damages) would not be an adequate remedy. Accordinglyremedy for any such breach and that, each party agrees that in addition to other rights and remedies hereunder, the other party Company and the Stockholder shall be entitled to at law specific performance and/or injunctive or equity, the other party shall be entitled to seek an injunction equitable relief (without posting a bond or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement other security) exclusively in the Court of Chancery of or, if such court shall not have jurisdiction, any other state or federal court sitting in the State of Delaware or, if just court declines jurisdiction, the federal courts in order to enforce or prevent any violation of the State provisions of Delaware or, if such courts decline jusrisdiction, the state courts of the State of Delawarethis Agreement. In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law. Furthermore, each of the parties hereto (a) consents to submit itself or himself to the exclusive personal jurisdiction of the aforementioned Court of Chancery or other state or federal courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it or he shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it or he shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the aforementioned Court of Chancery or other federal or state courts as provided aboveof the State of Delaware, (d) and each of the parties irrevocably waives any the right to trial by jury, (ed) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (fe) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 1.6 (if applicable), the address of such party’s principal place of business (if the address of such party is not set forth in Section 1.6) 13 or such party’s address as determined pursuant to otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. This Section 12 shall not be deemed the exclusive remedy for any violation of this Agreement.