Common use of Specific Performance; Remedies Clause in Contracts

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. (a) The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in . Subject to the following sentence. It , it is accordingly agreed that (i) the parties hereto shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches or threatened breaches of this Agreement, to cause Parent to enforce its rights under the Commitment Letter to cause the Financing to be funded, and to enforce specifically the terms and provisions of this Agreement in the courts described in Section 9.06, without proof of damages or otherwise, and (ii) the right of specific performance is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. Each of the parties agrees that it waives the defense of adequacy of a remedy at law and will not oppose the granting of an injunction or injunctions, specific performance or other equitable relief on the basis that (x) the other parties have an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of accordance with this Section 9.08 shall not be required to provide any bond or other security in connection with any such remedyorder or injunction. (b) Notwithstanding anything to the contrary in Section 9.08(a), the right of the Company to seek an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s obligation to cause the Financing to be funded (whether under this being in addition Agreement or the Commitment Letter) to fund the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Offer Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable remedies for any other remedy to which they are entitled at law or in equity (reason) shall be subject to the limitations set forth in this Agreement). The parties hereto further agree requirements that (i) by seeking with respect to the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form consummation of relief that may be available to a party under this Agreement the Offer (including monetary damages) for breach of any the payment of the provisions of this Agreement or in Offer Price and drawing down the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such terminationFinancing related thereto), nor shall all Offer Conditions were satisfied (other than those conditions that by their terms are to be satisfied at the commencement of any Proceeding pursuant Offer Acceptance Time, but subject to this Section 9.09 such conditions being able to be satisfied) or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement validly waived in accordance with the terms hereof at the Offer Expiration Time, (ii) with respect to the consummation of Article 8 the Merger (including the payment of the Merger Consideration and drawing down the Financing related thereto) the conditions set forth in Section 7.1 were satisfied (other than those conditions that by their terms are to be satisfied at the Effective Time, but subject to such conditions being able to be satisfied) or pursue any other remedies under validly waived in accordance with the terms hereof at the Effective Time and (iii) the Company has irrevocably confirmed in writing to Parent that (A) if specific performance is granted and the Financing is funded, the Closing will occur substantially simultaneously with the drawdown of the Financing and the Company has not revoked, withdrawn, modified or conditioned such confirmation and (B) the Company is prepared, willing and able to effect the Closing and the Transactions, then it would take such actions required of it by this Agreement that may be available at any timeto cause the Closing to occur.

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court any court of the State of Delaware located or any Federal court sitting in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, the State of Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delawarewithout proof of actual damages, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives to waive any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement), other than as limited hereunder. The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.099.15, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 9.15 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 9.15 shall require any party hereto to institute any Proceeding proceeding for (or limit any party’s right to institute any Proceeding proceeding for) specific performance under this Section 9.09 9.15 prior or as a condition to exercising any termination right under Article 8 VIII (and pursuing damages after such termination), nor shall the commencement of any Legal Proceeding pursuant to this Section 9.09 9.15 or anything set forth in this Section 9.09 9.15 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 VIII or pursue any other remedies under this Agreement that may be available at then or thereafter. Notwithstanding anything to the contrary in this Agreement, all Costs of the Company, Parent and Merger Sub incurred in connection with any timeaction brought by the Company, Parent or Merger Sub relating to the terms and provisions of this Agreement provided for in the foregoing sentence shall be paid by the Company in the event that Parent is successful on the merits in such action and shall be paid by Parent in the event that the Company is successful on the merits in such action. Notwithstanding anything in this Agreement to the contrary, none of the Financing Sources shall have any liability to the Company or any of its controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, general or limited partners, stockholders, and shall not be obligated to any of them, or anyone claiming by or through them, to pay consequential, special, multiple, punitive or exemplary damages including, but not limited to, damages arising from loss of profits, business opportunities or goodwill in respect of any breach or failure to comply with this Agreement or in respect of any of the Transactions (including the Financing and the Commitment Letter).

Specific Performance; Remedies. (a) The parties hereto agree that irreparable damage would occur and that the parties would not have if any adequate remedy at law in the event that any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breachedhereof and, except as expressly provided in the following sentence. It is accordingly agreed limited by Section 11.04(e), that the parties hereto shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement and Agreement, or to enforce specifically the performance of the terms and provisions hereof or to enforce compliance with, the covenants and obligations of Parent and Merger Subsidiary under this Agreement Agreement, in the Chancery Court of any federal court located in the State of Delaware located in Wilmington, or any Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdictionhaving jurisdiction over the question, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity equity. (subject to the limitations set forth in this Agreement). b) The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available Company or otherwise are not granted, and any of its Related Persons (i) seeks to recover any monetary damages or (ii) nothing set forth seeks to pursue any other recovery, judgment, damages or remedy (including specific performance or any other equitable remedy) of any kind in any suit, action, cause of action or claim of any kind or description against Parent or any of its Related Persons based on any matter arising out of or in connection with this Section 9.09 shall require any party hereto to institute any Proceeding for (Agreement or limit any partythe transactions contemplated hereby, the Company’s right to institute receive the Parent Termination Fee pursuant to Section 11.04(b)(i)(B) shall immediately and automatically terminate and Section 11.04(b)(i)(B) shall thereupon be null and void; provided that this sentence shall not apply to any Proceeding for) specific performance under this Section 9.09 prior suit, action or as a condition to exercising any termination right under Article 8 (and pursuing damages proceeding brought by the Company after such termination), nor shall time that the commencement of any Proceeding Parent Termination Fee has become payable pursuant to this Section 9.09 or 11.04(b)(i)(B) solely to enforce the payment of the Parent Termination Fee in accordance with Section 11.04(b)(i)(B) and any associated costs and expenses (together with interest) in accordance with Section 11.04(d). (c) In addition, notwithstanding anything set forth to the contrary contained in this Section 9.09 restrict Agreement, regardless of whether or limit any party’s right to terminate not this Agreement is terminated, no party or any of its Related Persons shall have any liability for any monetary damages (other than in accordance with the terms of Article 8 Section 11.04(b)(i)(B)) for (i) any breach by such party of any of the covenants or pursue agreements or any other remedies of the representations or warranties set forth in this Agreement, (ii) any liabilities or obligations under this Agreement or (iii) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, except to the extent resulting from any willful and intentional material breach of this Agreement by such party (in which case the parties acknowledge and agree that such damages and losses shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s stockholders (taking into consideration relevant matters, including other combination opportunities and the time value of money), which shall be available at any timedeemed in such event to be damages of such party).

Specific Performance; Remedies. (a) The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that . (ib) by seeking Notwithstanding anything to the remedies provided for contrary in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damagesSection 9.09(a)), it is explicitly agreed that the Company’s right to specific performance of or other equitable remedies with respect to Parent’s and Merger Sub’s obligations to consummate the Merger shall be subject to the requirements that: (i) for breach of any all of the conditions precedent to Parent’s and Merger Sub’s obligations set forth in Section 7.01 and Section 7.02 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but which conditions are capable of being satisfied at the Closing), (ii) the Debt Financing has been funded or will be funded in accordance with the terms thereof at the Closing, (iii) Parent and Merger Sub fail to complete the Closing by the time the Closing was required to have occurred pursuant to Section 2.02, (iv) the Company has irrevocably confirmed in writing delivered to Parent that if specific performance is granted and the Debt Financing is funded, then it would take such actions that are within its control to consummate the Closing in accordance with the terms hereof (including satisfaction of the conditions to Parent’s and Merger Sub’s obligations in Section 7.01 and Section 7.02 that contemplate an action be taken or documents be delivered at the Closing), and (v) Parent fails to complete the Closing within three (3) Business Days following delivery of the confirmation pursuant to clause (iv) above and the Company stood ready, willing and able to complete the Closing throughout such three (3) Business Day period. For the avoidance of doubt, the foregoing provisions of this Agreement Section 9.09(b) shall not be deemed to limit in any way the Company’s right to specific performance of or in other equitable remedies to any of Parent’s or Merger Sub’s other agreements or obligations hereunder (including under Section 6.10) other than its obligation to consummate the Merger. In no event that this Agreement has been terminated shall the Company be entitled to seek the remedy of specific performance or in other equitable remedies with respect to Parent’s obligations to consummate the event that Merger other than solely under the remedies provided for in this Section 9.09 are not available or otherwise are not granted, specific circumstances and (ii) nothing as specifically set forth in this Section 9.09 9.09(b). In no event shall require any party hereto Person other than the Company be entitled to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) seek the remedy of specific performance under of any of Parent’s or Merger Sub’s obligations to consummate the Merger. In no event shall any Person other than Parent and/or Merger Sub be entitled to seek the remedy of specific performance of the Company’s obligations to consummate the Merger. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity; provided, that nothing contained in this sentence shall prohibit a party from opposing a grant of specific performance or other equitable relief on the basis that such remedy is not permitted pursuant to the terms of this Agreement. For the avoidance of doubt, while the Company or Parent may pursue both a grant of specific performance as and only to the extent expressly permitted by this Section 9.09 prior and the payment of the Parent Termination Fee (only to the extent expressly permitted by Section 8.03(c)) or as a condition the payment of the Company Termination Fee (only to exercising any termination right under Article 8 (and pursuing damages after such terminationthe extent expressly permitted by Section 8.03(a)), nor as applicable, under no circumstances shall Parent or the commencement of any Proceeding pursuant Company, as applicable, be obligated to this Section 9.09 both specifically perform its obligations to consummate the Merger, on the one hand, and pay the Parent Termination Fee or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any Company Termination Fee, as applicable, on the other remedies under this Agreement that may be available at any timehand.

Specific Performance; Remedies. The parties (a) Each party hereto agree hereby acknowledges and agrees that irreparable damage harm would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentencebreached and that remedies at law would be inadequate. It is accordingly agreed that the parties hereto shall will be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof (other than the terms of this Agreement Section 2.5, Section 2.7(a) and Section 2.7(b)) in the Chancery Court of the State of Delaware located courts described in WilmingtonSection 3.1(b), Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are may be entitled at law or in equity. Any requirements for the securing or posting of any bond with such remedy are hereby waived. The Investor shall cause each Investor Party to comply with the provisions of this Agreement expressly applicable to such Investor Party and the Investor shall be liable for any breach thereof by any Investor Party (b) Notwithstanding any other section in this Agreement and without limiting any other remedies the Company may have in law or equity (subject to the limitations set forth last sentence of this Section 3.1(b)), in the event of a Willful Breach by the Investor of Section 2.3(c), Section 2.3(d), Section 2.3(e)(ii), Section 2.3(e)(iii) or Section 2.3(i) (with the word “foregoing” in Section 2.3(i) being deemed for purposes of this Section 3.1(b) to reference only those Sections of Section 2.3 identified in this Agreementsentence (and as such Sections are so limited in this sentence). The parties hereto further agree ) that (i) by seeking shall not have been cured within 15 Business Days following written notice describing such breach in reasonable detail from the remedies provided for Company to the Investor and (ii) has or is reasonably likely to have a material negative impact on the Company, the Director Designees shall, upon the written request of the Board, resign as a member of the Board. Notwithstanding any other section in this Agreement and without limiting any other remedies the Investor may have in law or equity, in the event of a Willful Breach by the Company of Section 9.092.1 in whole or in part that (i) shall not have been cured within 15 Business Days following written notice describing such breach in reasonable detail from the Investor to the Company and (ii) has or is reasonably likely to have a material negative impact on any Investor Party, the provisions of Sections 2.2, 2.3, 2.5, 2.7(a) and 2.7(b) shall terminate. For purposes of this Agreement, “Willful Breach” means, with respect to any party to this Agreement, a material and knowing breach, or material and knowing failure to perform, that is the consequence of an intentional action or omission of such party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of or any of its Affiliates. After the Standstill Period terminates in accordance with the other provisions of this Agreement or (other than the second sentence of this Section 3.1(b)), the provisions of Section 2.3 specified in the event first sentence of this Section 3.1(b) (as such Sections are limited by the first sentence of this Section 3.1(b)) shall be deemed to remain in effect solely for the purposes of this Section 3.1(b), it being understood that the Company’s sole remedy under this Agreement has been terminated or in for any breach of such provisions after the event that termination of the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing Standstill Period shall be as set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination3.1(b), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. (a) The parties hereto Parties agree that irreparable damage would occur and that the parties Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It breached and it is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, andAgreement, in any action for specific performanceeach case, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection accordance with such remedySection 8.3, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (i) either party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity (subject it being understood that nothing in this sentence shall prohibit the Parties from raising other defenses to a claim for specific performance or other equitable relief under this Agreement). Each Party further agrees that no Party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.4(a), and each Party irrevocably waives any right it may have to require the limitations obtaining, furnishing or posting of any such bond or similar instrument. (b) Without limiting the rights of the Parties under Section 7.6, the Parties agree that (i) no Party shall have any liability for monetary damages for any breach of this Agreement, or any inaccuracy in any representation or warranty made by such Party hereunder, except as provided in Section 7.6, and (ii) (A) the enforcement of this Agreement in accordance with Section 8.4(a) and (B) termination of this Agreement in accordance with Article VII and any receipt of any TEGP Expense Reimbursement Amount, Partnership Expense Reimbursement Amount or Partnership Termination Fee in connection therewith pursuant to Section 7.6 shall be the sole and exclusive remedies of the Parties for a breach of this Agreement or any inaccuracy in any representation or warranty made by a Party hereunder; provided, however, that nothing in this Section 8.4(b) shall relieve any Party from any liability for any intentional or willful and material breach by such Party of any of its representations, warranties, covenants or agreements set forth in this Agreement). The parties hereto further agree that (i) by seeking the , and all rights and remedies provided for in this Section 9.09, of a party shall not in any respect waive its right to seek any other form of relief that may be available to a party non-breaching Party under this Agreement (including monetary damages) for breach in the case of any of the provisions of this Agreement such intentional or willful and material breach, at law or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not grantedequity, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any timepreserved.

Specific Performance; Remedies. (a) Except as otherwise expressly provided herein, any and all remedies herein expressly conferred upon a party hereto will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (b) The parties hereto agree that irreparable damage would occur and that the parties injury, for which monetary damages would not have any be an adequate remedy at law remedy, will occur in the event that any of the provisions of this Agreement were are not performed in accordance with their specific terms or were are otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that prior to the parties valid termination of this Agreement pursuant to Section 8.01, each party hereto shall be entitled to an injunction or injunctions to (i) prevent or remedy any breaches or threatened breaches of this Agreement and to by any other party, (ii) enforce specifically the performance of the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delawarehereof, and (iii) any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedyfurther equitable relief, this being in addition to any other remedy to which they are such party entitled under the terms of this Agreement at law or in equity equity. (subject to c) For the limitations set forth avoidance of doubt, in this Agreement). The parties hereto further agree that (i) by seeking no event shall the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form exercise of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any either party’s right to institute any Proceeding for) seek specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 reduce, restrict or otherwise limit any such party’s right to terminate this Agreement in accordance with the terms of pursuant to Article 8 and/or pursue all applicable remedies at law or pursue in equity. (d) The parties’ rights in this Section 9.09 are an integral part of the Transactions and each party hereby waives any objections to any remedy referred to in this Section 9.09 (including any objection on the basis that there is an adequate remedy at Law). In the event any party hereto seeks any remedy referred to in this Section 9.09, such party shall not be required to obtain, furnish, post or provide any bond or other remedies under this Agreement that may be available at security in connection with or as a condition to obtaining any timesuch remedy.

Specific Performance; Remedies. The parties hereto hereby acknowledge and agree that irreparable damage injury for which monetary damages, even if available, would not be an adequate remedy would occur and that the parties would not have any adequate remedy at law in the event that any of party fails to perform its agreements and covenants hereunder, including its failure to take all actions necessary to consummate the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) transactions contemplated by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue this Agreement, and that the parties shall be entitled to specific performance in such event (in addition to any other remedies under remedy at Law or in equity), and to thereafter cause the Transaction and the other transactions contemplated by this Agreement to be consummated on the terms and subject to the conditions set forth herein. Each of the parties hereto hereby waives (i) any defenses in any action for specific performance that may 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. If any party brings any action to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (x) the amount of time during which such action is pending, plus 20 Business Days or (y) such other time period established by the court presiding over such action. The parties agree that, if a court of competent jurisdiction has declined to specifically enforce the obligation of either IPH or Seller, as applicable, to consummate the transactions contemplated by this Agreement (including, without limitation, Seller’s obligations under Section 5.24) pursuant to a claim for specific performance brought against either IPH or Seller, as applicable, pursuant to this Section 11.11 but has found that a IPH Termination Fee Event or a Seller Termination Fee Event has occurred, no later than 2 Business Days after such determination, IPH shall pay to Seller or Seller shall pay to IPH, as applicable, the Termination Fee (by wire transfer in immediately available at any timefunds to an account specified by Purchase or Seller, as applicable). The parties hereto acknowledge that the Termination Fee shall not constitute a penalty but is liquidated damages, in a reasonable amount that will compensate the party receiving such funds in the form of a termination fee in the circumstances in which the Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision.

Specific Performance; Remedies. (a) The parties hereto agree that irreparable damage would occur and Parties to this Agreement each acknowledge that the parties Buyer, the Seller and the Company would not have any adequate remedy at law be irreparably damaged in the event that any of the provisions of this Agreement were not performed in accordance with their specific the terms or were otherwise breachedhereof and the Parties further agree that such damage could not be adequately remedied by the payment of money damages. Accordingly, except as expressly provided in (i) the following sentence. It is accordingly agreed that the parties hereto Buyer shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity without posting any bond and without proving that monetary damages would be inadequate, and (ii) subject to Section 8.02(b), the Seller and the Company shall be entitled, without posting any bond and without proving that monetary damages would be inadequate, to an injunction or injunctions to prevent breaches of this Agreement and by the Buyer or Griffon or to enforce specifically the terms and provisions of this Agreement and the Equity Commitment Letter in each case only to prevent breaches of or enforce compliance with (x) the Buyer’s and Griffon’s covenants and agreements contained in Article VII hereof (other than Section 7.05(b) and any requirement of Griffon to consummate the funding contemplated by the Equity Commitment Letter) and (y) those covenants and agreements of the Buyer that require the Buyer to consummate the purchase of the Shares or require Griffon to consummate the funding contemplated by the Equity Commitment Letter, only if in the Chancery Court case of this clause (y), the financing provided for in the Debt Commitments Letters (or any Replacement Commitments) is available to be drawn down by the Buyer pursuant to the terms of the State applicable agreements but is not so drawn down as a result of Delaware located the Buyer refusing to do so in Wilmingtonbreach of this Agreement, Delaware Griffon’s refusal to provide the funding contemplated by the Equity Commitment Letter or Buyer’s refusal to call the funding commitment contemplated by the Equity Commitment Letter. In the circumstances in which any Party is entitled to specific performance, the other Parties shall not oppose, argue, contend or otherwise be permitted to raise as a defense that an adequate remedy at law exists or that injunctive relief is inappropriate or unavailable. If the financing provided for in the Debt Commitments Letters is available to be drawn down by the Buyer pursuant to the terms of the applicable agreements but is not so drawn down as a result of the Buyer refusing to do so in breach of this Agreement, Griffon’s refusal to consummate the funding contemplated by the Equity Commitment Letter or Buyer’s refusal to call such funding commitment, it is explicitly agreed that (A) the Company and/or the Seller shall be entitled to cause the Buyer to fully enforce the terms of the Equity Commitment Letter against Griffon (including by directly filing, and/or demanding that Buyer file, one or more lawsuits against Griffon to fully enforce Griffon’s obligations thereunder) and any state appellate court therefrom located in Wilmington, Delaware, (B) the Company and/or the Seller shall be entitled to cause the Buyer to enforce the terms of the Debt Commitment Letters (or, if no such state court has proper jurisdictionreplacement financing is being used, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any terms of the provisions Replacement Commitment), including by demanding Buyer to file one or more lawsuits against the sources of this Agreement the Debt Financing to fully enforce such sources’ obligations thereunder and Buyer’s rights thereunder. (b) If (x) the Seller or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to Company institute any a Proceeding for (injunctive relief or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior 12.01(a) and a court of competent jurisdiction does not award injunctive relief or as a condition specific performance to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 Seller or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.Company

Specific Performance; Remedies. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that (a) the parties hereto shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches or threatened or anticipated breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts described in Section 9.7, without proof of damages or otherwise, and (b) the right of specific performance is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. Each of the parties agrees that it waives the defense of adequacy of a remedy at law and will not oppose the granting of an injunction or injunctions, specific performance or other equitable relief on the basis that the other parties have an adequate remedy at law or equity. The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of accordance with this Section 9.9 shall not be required to provide any bond or other security in connection with any such remedyorder or injunction. Notwithstanding anything herein to the contrary, the parties agree that, prior to the termination of this being in addition to any other remedy to which they are entitled at law or in equity (Agreement, the Company may, subject to the limitations set forth in terms of this Agreement). The parties hereto further agree that (i) by seeking , seek an injunction, specific performance or other equitable relief to cause Parent and/or Merger Sub to enforce the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any terms of the provisions of this Agreement or Equity Commitment Letter (solely in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or its capacity as a condition third party beneficiary under the Equity Commitment Letter) and Parent’s and/or Merger Sub’s respective obligations to exercising any termination right under Article 8 (consummate the Offer and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement Merger in accordance with the terms and subject to the conditions of Article 8 this Agreement, if, and only if: (i) all Offer Conditions and conditions set forth in Section 7.1, as applicable, were satisfied (other than those conditions that by their nature are to be satisfied at the Closing or pursue any the Effective Time, each of which is capable of being satisfied at such time); (ii) the Company has irrevocably confirmed to Parent in writing that it is prepared to consummate the Closing if Parent and/or Merger Sub performs their respective obligations to consummate the Offer and the Merger; and (iii) Parent fails to consummate the Offer and the Closing by the date that is three (3) Business Days after the later of (x) the first date upon which Parent would have been required to consummate the Offer pursuant to Section 2.1 and (y) the date of delivery of such notice, and at all times during such three (3) Business Day period the Company stood ready, willing and able to consummate the Closing and the other remedies under transactions contemplated by this Agreement that may be available at any timeAgreement.

Specific Performance; Remedies. (a) The parties hereto Parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedand that monetary damages would not be an adequate remedy therefor. Accordingly, except as expressly provided in the following sentence. It is accordingly agreed Parties acknowledge and agree that the parties hereto Parties shall be entitled to specific performance of the terms hereof and of the Contemplated Transactions, including the consummation of the Integration Transaction. (b) Each of the Parties agrees that it will not oppose the granting of an injunction or specific performance on the basis that (i) the other Party has an adequate remedy at law or (ii) an award of an injunction or specific performance is not an appropriate remedy for any reason at law or equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in or the Chancery Court consummation of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of Contemplated Transactions shall not be required to provide any bond or other security in connection with any such remedyorder or injunction. (c) The Parties hereby further acknowledge and agree that, this being in addition to any other remedy to which they are entitled at law or in equity (subject for the avoidance of doubt, the sole and exclusive remedies available to the limitations set forth in Parties for any and all claims or Losses based on, arising out of or relating to this Agreement). The parties hereto further agree that Agreement shall be: (i) by seeking prior to the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any earlier of the provisions of this Agreement Closing in accordance with ‎Section 3.2 or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with ‎Section 11.1, an order of specific performance in accordance with, and subject to the terms and conditions of, this ‎Section 12.14; (ii) following any termination of Article 8 this Agreement in accordance with ‎Section 11.1, payment of the (x) Willful Breach Fee or pursue any other remedies (y) the Partial Break-Fee and, if and when applicable, the Full Break-Fee, in each case, as provided in ‎Section 11.3, ‎Section 11.4 and ‎Section 11.5 as applicable; and (iii) following the Closing, Polaris’ and the Polaris Designees’ rights to indemnification in accordance with and to the extent provided by ‎Section 9.9 and ‎Section 9.10. Nothing contained in this ‎Section 12.14(c) shall prevent a Party from seeking the remedy provided for in ‎Section 12.14(c)(ii) as an alternative remedy in a Proceeding in which such Party seeks the remedy provided for in ‎Section 12.14(c)(i), with such remedy provided for in ‎Section 12.14(c)(ii) to be awarded in the event the remedy provided for in ‎Section 12.14(c)(i) is not available or is otherwise not granted, and seeking such alternative remedy shall not be deemed to limit or waive such Party’s rights under this Agreement that may be available at any timeAgreement.

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. (a) Each of the Investor and the Company acknowledge and agree that the only remedies that may be available to it whether in law or equity for any breach or failure to perform or otherwise in connection with this Agreement and the transactions contemplated by this Agreement shall be those remedies expressly set forth in this Section 9.11. (b) The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their its specific terms or were otherwise breached. Each party agrees that, except as expressly provided in the following sentence. It is accordingly agreed that event of any breach or threatened breach by any other party of any covenant or obligation contained in this Agreement, the parties hereto non-breaching party shall be entitled to seek (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (ii) an injunction restraining such breach or injunctions threatened breach; provided, however, that in circumstances where each party is obligated to prevent breaches of this Agreement consummate the Merger and the Merger has not been consummated on or prior to the Outside Date, the parties acknowledge and agree that neither party shall be entitled to enforce specifically the terms obligations of the other party to consummate the Merger and provisions that each party’s sole and exclusive remedy against the other party in such event shall be the right to receive the Termination Fee pursuant to Section 8.2 (except that no party shall be entitled to receive the Termination Fee if such party is in willful and material breach of this Agreement Agreement). Each party further agrees that no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each party hereto irrevocably waives any right it may have to require the Chancery Court obtaining, furnishing or posting of any such bond or similar instrument. (c) In addition to the State of Delaware located specific performance remedy set forth in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdictionSection 9.11(b), the Federal District Court located in Wilmington, Delaware, Company and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of Investor shall be entitled to pursue a remedy at law for monetary damages (but only subsequent to termination of this Agreement by the Company or Investor, as applicable) for an alleged willful and waives any requirement for material breach of this Agreement by Investor or the securing or posting of any bond in connection with such remedyCompany, this being in addition to any other remedy to which they are entitled at law or in equity (subject as applicable. Notwithstanding anything to the limitations set forth contrary provided in this Agreement). The parties hereto further , the Company and Investor agree that (i) the maximum aggregate liability of Investor (inclusive of any payment by seeking Investor of the remedies provided Termination Fee) for any breach or failure to perform or otherwise in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under connection with this Agreement (including monetary damages) for breach of any of and the provisions of transactions contemplated by this Agreement or in shall be limited to $1,000,000 (the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted“Investor Liability Cap”), and (ii) nothing the maximum aggregate liability of the Company (inclusive of any payment by the Company of the Termination Fee) for any breach or failure to perform or otherwise in connection with this Agreement and the transactions contemplated by this Agreement shall be limited to $1,000,000 (the “Company Liability Cap”). (d) In no event shall either party seek or permit to be sought on behalf of itself or any of its Representatives any damages or any other recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, from: (i) in the case of the Company, any of Investor, any affiliate or controlling person of Investor, any officer, director, agent, employee, shareholder, partner or member of Investor or any direct or indirect holder of a debt or equity security or interest in Investor, or any direct or indirect director, officer, employee, agent, shareholder, partner, affiliate, member, controlling person or representative of any of the foregoing (collectively, the “Investor Parties”) and (ii) in the case of Investor, any of the Company, any Subsidiary, affiliate or controlling person of the Company or any Subsidiary, any officers, directors, agent, employee, shareholder, partner or shareholder of the Company or any Subsidiary, or any direct or indirect holder of a debt or equity security or interest in the Company or a Subsidiary, or any director or indirect director, officer, employee, agent, shareholder, partner, affiliate, member, controlling person or representative of any of the foregoing (collectively, the “Company Parties”), in connection with this Agreement or the transactions contemplated by this Agreement, other than as expressly provided in Section 9.11(c); provided, however, that the parties agree that, subject to the terms and conditions of the Equity Commitment Letters, the Company may seek to cause the Investor to enforce the terms of such Equity Commitment Letters to cause the counterparties thereto to provide funds to the Investor, which shall in no event exceed, in the aggregate, the Investor Liability Cap, to permit Investor to satisfy any final and non-appealable judgment, order or award of damages in favor of the Company obtained by the Company in accordance with this Section 9.11(d). The Company acknowledges and agrees that it shall have no right of recovery against, and no personal liability shall attach to, in each case with respect to damages or otherwise, any Person (other than Investor to the extent provided in this Section 9.11(c)), whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Investor against any other Person, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for the Company’s right to cause the Investor to enforce the terms of the Equity Commitment Letters to the extent provided in this Section 9.11(d). The Company acknowledges that Investor is a newly-formed company and does not have any material assets except in connection with this Agreement and the Equity Commitment Letters. The provisions of this Section 9.11(d) are intended to be for the benefit of, and shall be enforceable by, the Company, Investor and the other Company Parties and Investor Parties. (e) Notwithstanding anything to the contrary provided in this Agreement (but subject in all cases to the Investor Liability Cap and the Company Liability Cap), if the Company or Investor is entitled to payment of the Termination Fee as provided in Section 8.2, then the entitlement to receive payment of such Termination Fee on the terms set forth in this Section 9.09 8.2 shall require any party hereto to institute any Proceeding for (or limit any be such party’s right sole and exclusive remedy for any breach or failure to institute any Proceeding for) specific performance under this Section 9.09 prior perform or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth otherwise in this Section 9.09 restrict or limit any party’s right to terminate connection with this Agreement in accordance with and the terms of Article 8 or pursue any other remedies under transactions contemplated by this Agreement that may be available at any timeAgreement.

Specific Performance; Remedies. The (a) Each of the parties hereto agree acknowledges that money damages would not be a sufficient remedy for any breach or threatened breach of this Agreement and that irreparable damage harm would occur result if this Agreement were not specifically enforced. Therefore, in addition to any other remedy to which such party is entitled at law or in equity, the rights and obligations of the parties shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith, without the necessity of posting a bond or other security or proving actual damages and without regard to the adequacy of any remedy at law. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the parties would not have any other party has an adequate remedy at law in the event that or an award of specific performance is not an appropriate remedy for any of the provisions of this Agreement were not performed in accordance with their specific terms reason at law or were otherwise breached, except as expressly provided in the following sentenceequity. It is accordingly agreed that the parties hereto shall be entitled to Any party seeking an injunction or injunctions to prevent breaches of this Agreement when expressly available pursuant to the terms of this Agreement and to enforce specifically the terms and provisions of this Agreement in when expressly available pursuant to the Chancery Court terms of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of this Agreement shall not be required to provide any bond or other security in connection with any such remedy, this being in addition to any other remedy to which they are entitled at law order or in equity (subject to the limitations set forth in this Agreement)injunction. The parties Each party hereto further agree agrees that (i) by the seeking of the remedies provided for in pursuant to this Section 9.09, a party 13.13 shall not in any respect waive constitute a waiver by either party seeking such remedies of its right to seek any other form of relief that may be available to a party it under this Agreement or otherwise. (including monetary damagesb) for breach of any It is further agreed that, notwithstanding anything set forth in Section 13.3(a), the Sellers’ Representative (on behalf of the provisions Sellers and on behalf of this Agreement the Company) shall be entitled to seek an injunction, specific performance or other equitable remedy to specifically enforce the Purchaser’s obligations to effect the Closing and Post’s obligations to fund the Purchaser on the terms and conditions set forth herein only in the event that (A) all conditions in Section 8.1 and Section 8.2 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, each of which is then capable of being satisfied at a Closing on such date) at the time when the Closing would have occurred but for the failure of the Purchaser to comply with its obligations to effect the Closing pursuant to the terms of this Agreement Agreement, and (B) the Sellers’ Representative (on behalf of the Sellers and on behalf of the Company) has been terminated irrevocably confirmed that if specific performance is granted, then the Closing will occur. (c) It is further agreed that, notwithstanding anything set forth in Section 13.3(a), the Purchaser and Post shall be entitled to seek an injunction, specific performance or other equitable remedy to specifically enforce the Sellers’, Company’s or Blocker Companies’ obligations to effect the Closing on the terms and conditions set forth herein only in the event that (A) all conditions in Section 8.1 and Section 8.3 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the remedies provided Closing, each of which is then capable of being satisfied at a Closing on such date) at the time when the Closing would have occurred but for in the failure of the Sellers, the Company or the Blocker Companies to comply with their respective obligations to effect the Closing pursuant to the terms of this Section 9.09 are not available or otherwise are not grantedAgreement, and (iiB) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) the Purchaser has irrevocably confirmed that if specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination)is granted, nor shall then the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any timeClosing will occur.

Specific Performance; Remedies. (a) The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that that, subject to Section 8.9(b), the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware and, if the Court of Chancery of the State of Delaware denies jurisdiction, then the state courts or the Federal courts located in WilmingtonNew York County, Delaware and New York (each party hereby agreeing not to challenge the jurisdiction of any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefromcourts or appropriateness of such jurisdiction or venue), and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. (ib) by seeking the remedies provided for Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that Parent has an obligation to cause the Equity Financing to be funded, including by exercising its rights under the Equity Commitment Letter, and the Company shall be entitled to specific performance to enforce the terms of the Equity Commitment Letter against Parent and to cause the Equity Financing to be funded and to cause Parent to effect the Closing in accordance with Section 9.091.2, a party shall not in any respect waive each case, only if (w) all of the conditions set forth in Section 6.1 and Section 6.3 have been satisfied or waived by Parent (other than those conditions that by their terms or nature are to be satisfied at the Closing and remain capable of satisfaction), (x) the Debt Financing has been or would be funded at the Closing assuming the Equity Financing is funded, (y) the Company has confirmed in writing that if specific performance is granted and the Financing is funded, then it is ready, willing and able to take the actions within its right to seek any other form control that are required of relief that may be available to a party under it by this Agreement (including monetary damages) for breach of any of to consummate the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not grantedClosing, and (iiz) nothing set forth in this Parent fails to consummate the Closing on or prior to the later of the date the Closing should have occurred pursuant to Section 9.09 shall require any party hereto to institute any Proceeding for 1.2 and two (or limit any party’s right to institute any Proceeding for2) Business Days following the delivery of such Company confirmation. (c) Parent acknowledges and agrees that the Company may pursue both a grant of specific performance under this Section 9.09 prior or as a condition 8.9 and the payment of the Reverse Termination Fee pursuant to exercising any termination right under Article 8 (and pursuing damages after such terminationSection 7.3(c), nor ; provided that in no event shall the commencement Company be permitted or entitled to receive both (i) a grant of any Proceeding pursuant to this Section 9.09 or anything set forth specific performance resulting in this Section 9.09 restrict or limit any party’s right to terminate the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof and (ii) the Reverse Termination Fee payable pursuant to Section 7.3(c) or any portion thereof. (d) The Company acknowledges and agrees that Parent may pursue both a grant of Article 8 or pursue any other remedies specific performance under this Section 8.9 and the payment of the Termination Fee pursuant to Section 7.3(b); provided that in no event shall Parent be permitted or entitled to receive both (i) a grant of specific performance resulting in the consummation of the transactions contemplated by this Agreement that may be available at in accordance with the terms hereof and (ii) the Termination Fee payable pursuant to Section 7.3(b) or any timeportion thereof.

Specific Performance; Remedies. The (a) Subject to Section 11.05, Section 11.10(b) and Section 11.10(c), the parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed agreed, subject to Section 11.05, Section 11.10(b) and Section 11.10(c), that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, or if such federal court does not have jurisdiction, any court of the State of Delaware having jurisdiction and located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The Subject to Section 11.10(c), the parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.0911.10, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 11.10 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 11.10 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 11.10 prior or as a condition to exercising any termination right under Article 8 9 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 11.10 or anything set forth in this Section 9.09 11.10 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 9 or pursue any other remedies under this Agreement that may be available at any time. (b) Seller shall be entitled, without posting any bond and without proving that monetary damages would be inadequate, to an injunction or injunctions to enforce specifically the Closing in accordance with Section 2.01, in each case on the terms and subject to the conditions in this Agreement (including specifically enforcing Buyer’s obligation to cause the Equity Commitment Letter to be funded) only in the event that (i) all of the conditions in Section 8.01 and Section 8.02 (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived in writing, (ii) Buyer fails to complete the Closing by the date the Closing is required to have occurred in accordance with the provisions of Section 2.01, (iii) the Debt Financing (or the Alternative Financing, if Alternative Financing is being used in accordance with Section 7.13(b), pursuant to the commitments with respect thereto) has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing and (iv) Seller and Parent have irrevocably confirmed in writing that if specific performance is granted and the Debt Financing (or the Alternative Financing, if Alternative Financing is being used in accordance with Section 7.13(b), pursuant to the commitments with respect thereto) and the Equity Financing are funded, then the Closing will occur. (c) For the avoidance of doubt, while Seller may pursue both a grant of specific performance under this Section 11.10 and the payment of the Buyer Termination Fee under Section 11.05, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance and monetary damages in connection with this Agreement or any termination of this Agreement, including all or any portion of the Buyer Termination Fee.

Specific Performance; Remedies. (a) The parties hereto Parties acknowledge and agree that (i) irreparable damage for which monetary damages, even if available, may not be an adequate remedy would occur and that the parties would not have any adequate remedy at law in the event that any of the Parties do not perform the provisions of this Agreement were not performed (including any Party failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breachedbreach such provisions; (ii) the Parties will be entitled, except as expressly provided in addition to any other remedy to which they are entitled at law or in equity, to seek an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the following sentenceterms and provisions hereof; (iii) the provisions of Section 9.2 may not adequately compensate the Parties for the harm that would result from a breach of this Agreement, and will not be construed to diminish or otherwise impair in any respect any Party’s right to seek an injunction, specific performance and other equitable relief; and (iv) the right to seek specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, neither Seller nor Purchaser would have entered into this Agreement. It is accordingly agreed that the parties hereto shall be entitled to Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no connection with such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delawareinjunction or enforcement, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and Party irrevocably waives any requirement for right that it may have to require the securing obtaining, furnishing or posting of any such bond in connection with such remedy, this being in addition to any or other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement)security. The parties hereto Parties further agree that (i1) by seeking the remedies provided for in this Section 9.0911.11, a party Party shall not in any respect waive its right to seek any other form of relief that may be available to a party Party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not grantedAgreement, and (ii2) nothing set forth in this Section 9.09 11.11 shall require any party hereto Party to institute any Proceeding proceeding for (or limit any party’s right to institute any Proceeding proceeding for) specific performance under this Section 9.09 11.11 prior or as a condition to exercising any termination right under Article 8 IX (and pursuing damages after such termination), nor shall the commencement of any Proceeding Action pursuant to this Section 9.09 11.11 or anything set forth in this Section 9.09 11.11 restrict or limit any partyParty’s right to terminate this Agreement in accordance with the terms of Article 8 IX or pursue any other remedies under this Agreement that may be available at then or thereafter. (b) Notwithstanding anything to the contrary in this Agreement, if all of the conditions to Closing set forth in Article VIII hereof have been satisfied prior to the Outside Date, and any timeParty initiates an Action to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, then the Outside Date will be automatically extended by the amount of time during which such Action is pending. (c) Except to the extent set forth otherwise in this Agreement, all remedies under this Agreement expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or in equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal court of the District Court of Delaware located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding proceeding for (or limit any party’s right to institute any Proceeding proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. (a) The parties hereto agree that irreparable damage would occur and Parties each acknowledge that the parties would not have any adequate remedy at law rights of each Party to consummate the transactions contemplated by this Agreement are special, unique and of extraordinary character and that, in the event that any Party violates or fails or refuses to perform any covenant or agreement made by it in this Agreement, the non-breaching Party may be without an adequate remedy at law. The Parties agree, therefore, that in the event that any Party violates or fails or refuses to perform any covenant or agreement made by such Party in this Agreement, any non-breaching Party may, subject to the terms of this Agreement, institute and prosecute an Action to enforce specific performance of such covenant or agreement, and this right shall include the right of Seller to cause Buyer (as a third party beneficiary of the provisions Debt Commitment Letter) to fully enforce the terms of the Debt Commitment Letter and the definitive Debt Financing documents against the Debt Financing Sources to the fullest extent permissible pursuant to the Debt Commitment Letter and the definitive Debt Financing documents, as applicable, and to thereafter cause the transactions contemplated by this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall to be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically consummated on the terms and provisions of this Agreement in subject to the Chancery Court conditions set forth herein. Each of the State of Delaware located in Wilmington, Delaware and Parties hereby waives (a) any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, defenses in any action for specific performance, each party waives including the defense of adequacy of that a remedy at law Law would be adequate and waives (b) any requirement for the securing under any Law to post a bond or posting of any bond in connection with such remedy, this being in addition other security as a prerequisite to any other remedy to which they are entitled at law or in equity (subject obtaining equitable relief. Notwithstanding anything to the limitations set forth contrary in this Agreement). The parties hereto further agree , it is explicitly agreed that (i) by seeking the remedies provided for in this Section 9.09, a party prior to Closing Seller shall not in any respect waive its right be entitled to seek any other form specific performance of relief that may be available Buyer’s obligation to a party under this Agreement (including monetary damages) for breach of any enforce the terms of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement Equity Commitment Letters in accordance with the terms thereof to cause the Equity Financing to be funded, cause the Closing Payment to be funded and to cause Buyer to consummate the transactions contemplated by this Agreement, including to effect the Closing in accordance with Section 9.1 on the terms and subject to the conditions set forth in this Agreement only in the event that (i) all of the conditions set forth in Article 8 VIII have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to those conditions being capable of being satisfied at the Closing), (ii) the Debt Financing (or, if alternative debt financing is being used as contemplated by and in accordance with Section 6.16, pursuant to the commitments with respect thereto) has been funded or pursue the Debt Financing Sources have confirmed in writing that the Debt Financing will be funded at the Closing, (iii) Buyer fails to complete the Closing by the date the Closing is required to have occurred pursuant to Section 9.1 and (iv) Seller has confirmed in writing that if specific performance is granted and the Equity Financing and Debt Financing are funded, then Seller will take such actions within its control to cause the Closing to occur. (b) Notwithstanding anything to the contrary in this Agreement (but without limiting the right of specific performance set forth in Section 11.3(a)), with the exception of any liability of Buyer pursuant to Section 6.2(b), the maximum aggregate liability of Buyer in the event Closing does not occur shall be limited to $10,000,000 (the “Liability Limitation”), and, if Closing does not occur, in no event shall Seller or any of its Affiliates seek any amount in excess of the Liability Limitation in connection with this Agreement or the transactions contemplated hereby or in respect of any other remedies document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or in equity, in contract, in tort or otherwise. (c) In no event shall Seller be entitled to receive both specific performance pursuant to Section 11.3(a) and to receive any amounts under the Deposit Letter of Credit, or alternatively, any other monetary damages or other monetary remedies, whether under this Agreement that may be available at any timeAgreement, the Commitment Letters or otherwise.

Specific Performance; Remedies. (a) The parties hereto Parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedand that monetary damages would not be an adequate remedy therefor. Accordingly, except as expressly provided in the following sentence. It is accordingly agreed Parties acknowledge and agree that the parties hereto Parties shall be entitled to specific performance of the terms hereof and of the Contemplated Transactions, including the consummation of the Integration Transaction. (b) Each of the Parties agrees that it will not oppose the granting of an injunction or specific performance on the basis that (i) the other Party has an adequate remedy at law or (ii) an award of an injunction or specific performance is not an appropriate remedy for any reason at law or equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in or the Chancery Court consummation of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of Contemplated Transactions shall not be required to provide any bond or other security in connection with any such remedyorder or injunction. (c) The Parties hereby further acknowledge and agree that, this being in addition to any other remedy to which they are entitled at law or in equity (subject for the avoidance of doubt, the sole and exclusive remedies available to the limitations set forth in Parties for any and all claims or Losses based on, arising out of or relating to this Agreement). The parties hereto further agree that Agreement shall be: (i) by seeking prior to the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any earlier of the provisions of this Agreement Closing in accordance with Section 3.2 or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with Section 11.1, an order of specific performance in accordance with, and subject to the terms and conditions of, this Section 12.14; (ii) following any termination of Article 8 this Agreement in accordance with Section 11.1, payment of the (x) Willful Breach Fee or pursue any other remedies (y) the Partial Break-Fee and, if and when applicable, the Full Break-Fee, in each case, as provided in Section 11.3, Section 11.4 and Section 11.5 as applicable; and (iii) following the Closing, Polaris’ and the Polaris Designees’ rights to indemnification in accordance with and to the extent provided by Section 9.9 and Section 9.10. Nothing contained in this Section 12.14(c) shall prevent a Party from seeking the remedy provided for in Section 12.14(c)(ii) as an alternative remedy in a Proceeding in which such Party seeks the remedy provided for in Section 12.14(c)(i), with such remedy provided for in Section 12.14(c)(ii) to be awarded in the event the remedy provided for in Section 12.14(c)(i) is not available or is otherwise not granted, and seeking such alternative remedy shall not be deemed to limit or waive such Party’s rights under this Agreement that may be available at any timeAgreement.

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (ia) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (iib) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. (a) The parties hereto Parties agree that irreparable damage would occur and that the parties Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It breached and it is accordingly agreed that the parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, andAgreement, in any action for specific performanceeach case, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection accordance with such remedySection 8.3, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance, and other equitable relief as provided herein on the basis that (i) either Party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity (subject it being understood that nothing in this sentence shall prohibit the Parties from raising other defenses to the limitations set forth in a claim for specific performance or other equitable relief under this Agreement). The parties hereto Each Party further agrees that no Party shall be required to obtain, furnish, or post any bond or similar instrument in connection with, or as a condition to, obtaining any remedy referred to in this Section 8.4(a), and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. (b) Without limiting the rights of the Parties under Section 7.6, the Parties agree that (i) by seeking the remedies provided no Party shall have any liability for in monetary damages for any breach of this Section 9.09Agreement, a party shall not or any inaccuracy in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement representation or warranty made by such Party hereunder, except as provided in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted7.6, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding forA) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement enforcement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms Section 8.4(a) and (B) termination of Article 8 or pursue any other remedies under this Agreement in accordance with Article VII and any receipt of any Partnership Termination Fee, Parent Reimbursement Amount, or Partnership Reimbursement Amount in connection therewith pursuant to Section 7.6 shall be the sole and exclusive remedies of the Parties for a breach of this Agreement or any inaccuracy in any representation or warranty made by a Party hereunder; provided, however, that may be available at any time.nothing in this

Specific Performance; Remedies. The parties hereto Parties agree that irreparable damage would occur and that the parties Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court any court of the State of Delaware located or any Federal court sitting in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, the State of Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delawarewithout proof of actual damages, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives to waive any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement), other than as limited hereunder. The parties Parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.099.15, a party Party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement Party (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 9.15 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 9.15 shall require any party hereto Party to institute any Proceeding proceeding for (or limit any partyParty’s right to institute any Proceeding proceeding for) specific performance under this Section 9.09 9.15 prior or as a condition to exercising any termination right under Article 8 VIII (and pursuing damages after such termination), nor shall the commencement of any Legal Proceeding pursuant to this Section 9.09 9.15 or anything set forth in this Section 9.09 9.15 restrict or limit any partyParty’s right to terminate this Agreement in accordance with the terms of Article 8 VIII or pursue any other remedies under this Agreement that may be available at any timethen or thereafter.

Specific Performance; Remedies. (a) The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur and that the parties would not have any adequate remedy at law in the event that any of the parties hereto do not perform the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breachedbreach such provisions. Accordingly, except as expressly provided in the following sentence. It is accordingly agreed that each of the parties hereto acknowledges and agrees that, subject to Section 8.02 and Section 9.12(c), prior to the valid termination of this Agreement pursuant to Section 8.01, (i) they shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, including with respect to the making of required regulatory filings in connection with the transactions contemplated hereby, this being in addition to any other remedy to which they are entitled at Law or in equity and (ii) it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (A) the other party has an adequate remedy at law or (B) an award of specific performance is not an appropriate remedy for any reason at law or equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of shall not be required to provide any bond or other security or provide proof of actual damages in connection with any such remedyorder or injunction. (b) The parties further agree that, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations except as expressly set forth in this Agreement). The parties hereto further agree that herein, (i) by seeking the remedies provided for in this Section 9.099.12, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 9.12 are not available or otherwise are not grantedgranted or satisfied, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (9.12 or limit any a party’s right to institute pursuit of any Proceeding for) specific performance rights under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 9.12 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 Section 8.01, and (iii) while a party may pursue both a grant of specific performance in accordance with this Section 9.12 and the payment of a Parent Fee or pursue Company Termination Fee, as applicable, under no circumstances shall the a party be permitted or entitled to receive both a grant of (A) specific performance of the consummation of the Merger and the other transactions contemplated hereby (which specific performance order is satisfied) and (B) the payment of a Parent Fee or Company Termination Fee, as applicable. (c) Notwithstanding the foregoing or anything else in this Agreement to the contrary, it is explicitly agreed that the right of the Company to seek an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s or Merger Sub’s obligation to cause the Equity Financing to be funded to fund the Merger or to consummate the Merger (but not the right of the Company to such injunctions, specific performance or other equitable remedies for obligations other than with respect to the Equity Financings or to consummate the Merger) shall be subject to the requirements that (i) the Marketing Period has ended and all conditions in Section 7.01 and Section 7.02 were satisfied (other than those conditions that by their terms are to be satisfied by actions taken at Closing) at the time when the Closing would have been required to occur but for the failure of the Equity Financing to be funded, (ii) the Bank Financing (including the High Yield Debt Financing or any other remedies under alternative financing that has been obtained in accordance with, and satisfies the conditions of, Section 6.10 of this Agreement Agreement) has been funded in accordance with the terms thereof or will be funded in accordance with the terms thereof at the Closing if the Equity Financing is funded at the Closing and (iii) the Company has irrevocably confirmed that may be available at any timeif the Equity Financing and Bank Financing (of, if applicable, the High Yield Debt Financing or such other Alternative Financing) are funded, then it would take such actions that are within its control to cause the Closing to occur.

Specific Performance; Remedies. (a) Except as otherwise provided in Section 7.3, any and all remedies herein expressly conferred upon Purchaser or Merger Sub will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity, upon Purchaser or Merger Sub, and the exercise by Purchaser or Merger Sub of any one remedy will not preclude the exercise of any other remedy. The Company’s exclusive remedy is as provided in Section 8.12(c) and Section 8.12(d) below, and the Company shall have no other remedies hereunder, or at law or in equity, except as provided in Section 8.12(c) and Section 8.12(d) below. (b) The parties hereto agree that irreparable damage an award of money damages would occur be inadequate for any breach of this Agreement and that any such breach would cause the non-breaching party irreparable harm. Accordingly, the parties would not have any adequate remedy at law hereto agree that, in the event that of any of the provisions breach or threatened breach of this Agreement were not performed in accordance with their by one of the parties, the non-breaching party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific terms or were otherwise breachedperformance, except as expressly provided in the following sentence. It is accordingly agreed that and the parties hereto shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law. (c) Except as provided in Section 8.12(d) below, the Company agrees that specific performance shall be its exclusive remedy for breach by Purchaser or Merger Sub of this Agreement or any guarantee entered into in connection herewith. (d) If a court of competent jurisdiction determines that the Company is not entitled to an injunction or injunctions award of specific performance to prevent breaches remedy a breach of this Agreement and to enforce specifically by Purchaser or Merger Sub, then the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to Company may be awarded any other remedy available to which they are entitled it at law or in equity equity, including monetary damages (subject which the parties agree may not be limited to reimbursement of expenses or out-of-pocket costs and, to the limitations set forth extent proven, may be determined by reference to the amount, if any, that would have been recoverable by the Company Stockholders if such Company Stockholders were entitled to bring an action against Purchaser). Notwithstanding anything else contained in this Agreement), in no event shall the collective damages payable by Purchaser, Merger Sub or any of their affiliates, for breaches under this Agreement or any guarantee entered into in connection herewith exceed $20,000,000 in the aggregate for all such breaches. The If a court of competent jurisdiction enters a judgment awarding the Company damages for such alleged breach, the parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any if such judgment is entered within 60 days of the provisions Company filing suit, then within five days following such determination Purchaser and Merger Sub may elect to and may consummate the Merger (in accordance with Article II of this Agreement Agreement) and the parties shall promptly jointly request such judgment be set aside, provided that if Purchaser and Merger Sub do not so elect to consummate the Merger or in do not consummate the event that this Agreement has been terminated or in Merger with such five days, then the event that the remedies provided for in this Section 9.09 are not available or otherwise are not grantedCompany may enforce such judgment, and (ii) nothing set forth in this Section 9.09 shall require any party hereto if such judgment is entered later than 60 days after the Company files suit, then (A) the Company may enforce such judgment, or, (B) if Purchaser and Merger Sub desire to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall consummate the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement Merger in accordance with the terms Article II of Article 8 or pursue any other remedies under this Agreement that and the Company consents (such consent to be in the sole and absolute discretion of the Company) to such consummation at such time, the parties may consummate the Merger and the parties shall promptly jointly request such judgment be available at any timeset aside.

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto 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 in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court for the District of Delaware located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, granted and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.