Specific Performance; Monetary Damages Sample Clauses

Specific Performance; Monetary Damages. The parties hereto agree that irreparable damage would occur to Parent or Merger Subsidiary if any provision of this Agreement were not performed in accordance with the terms hereof and that Parent and Merger Subsidiary shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement by the Company or to enforce specifically against the Company the performance of the terms and provisions hereof by the Company, in any federal court located in the State of Delaware or any Delaware state court having jurisdiction over the question, in addition to any other remedy to which Parent and Merger Subsidiary are entitled at law or in equity. The Company hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations under this Agreement, in addition to any other remedy that may be available at law or in equity. Notwithstanding anything herein to the contrary, the parties hereto further acknowledge and agree that the Company shall not be entitled to seek an injunction or injunctions to prevent breaches of this Agreement by Parent or Merger Subsidiary or otherwise seek to enforce specifically or through any other equity rule or remedy against Parent or Merger Subsidiary the terms and provisions of this Agreement, and that the Company’s sole and exclusive remedy with respect any such breach shall be the remedy available to the Company pursuant to Section 11.04(b)(iii); provided that the Company shall be entitled to specific performance against Parent and Merger Subsidiary to prevent any breach by Parent or Merger Subsidiary of Section 7.04. [Signature Page Follows]