Specific Performance Termination. The parties agree and intend that this Stockholder Agreement be a valid and binding agreement enforceable against the parties hereto and that damages and other remedies at law for the breach of this Stockholder Agreement are inadequate. Each of the Stockholders agree that irreparable damage to Edify would occur in the event that the provisions of this Stockholder Agreement were not performed in accordance with its specific terms or were otherwise breached by any of the Stockholders. It is accordingly agreed that Edify shall be entitled to an injunction or injunctions to prevent breaches of this Stockholder Agreement by any of the Stockholders and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Edify is entitled at law or in equity. This Stockholder Agreement may be terminated at any time prior to the consummation of the Merger by the mutual written consent of the parties hereto and shall be automatically terminated in the event that the Agreement is terminated in accordance with its terms.
Specific Performance Termination. 44 SECTION 7.1 Specific Performance....................................................................... 44 SECTION 7.2 Termination................................................................................ 45 SECTION 7.3
Specific Performance Termination. The parties agree and intend that this Affiliate Agreement be a valid and binding agreement enforceable against the parties hereto and that damages and other remedies at law for the breach of this Affiliate Agreement are inadequate. Each of the Stockholders agree that irreparable damage to i3 would occur in the event that the provisions of this Affiliate Agreement were not performed in accordance with its specific terms or were otherwise breached by any of the Stockholders. It is accordingly agreed that i3 shall be entitled to an injunction or injunctions to prevent breaches of this Affiliate Agreement by any of the Stockholders and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which i3 is entitled at law or in equity. This Affiliate Agreement may be terminated at any time prior to the consummation of the Merger by the mutual written consent of the parties hereto and shall be automatically terminated in the event that the Agreement is terminated in accordance with its terms.
Specific Performance Termination. The parties agree and intend that this Affiliate Agreement be a valid and binding agreement enforceable against the parties hereto and that damages and other remedies at law for the breach of this Affiliate Agreement are inadequate. The parties agree that irreparable damage would occur in the event that the provisions of this Affiliate Agreement were not performed in accordance with its specific terms or were otherwise breached by any of the Stockholders or ACE*COMM. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Affiliate Agreement by any of the Stockholders, or ACE*COMM, as the case may be, and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which ACE*COMM and the Stockholders are entitled at law or in equity. This Affiliate Agreement may be terminated at any time prior to the consummation of the Merger by the mutual written consent of the parties hereto and shall be automatically terminated in the event that the Agreement is terminated in accordance with its terms.
Specific Performance Termination. In the event of an Event of Default under this Agreement, the remedies available to a Party shall include specific performance of the Agreement in addition to any other remedy available at law or in equity (subject to the limitation on damages set forth in Section XX below). In the event of an Event of Default under this Agreement, and following a public hearing at the Board of Supervisors regarding such Event of Default and proposed termination, the non- defaulting Party may terminate this Agreement by sending a notice of termination to the other Party setting forth the basis for the termination. The Party alleging a material breach shall provide a notice of termination to the breaching Party, which notice of termination shall state the material breach. The Agreement will be considered terminated effective upon the date set forth in the notice of termination, which shall in no event be earlier than ninety (90) days following delivery of the notice. The Party receiving the notice of termination may take legal action available at law or in equity if it believes the other Party’s decision to terminate was not legally supportable.
Specific Performance Termination. 40 SECTION 7.1 Specific Performance................................. 40 SECTION 7.2 Termination.......................................... 40 SECTION 7.3 Effect of Termination; Right to Proceed.............. 42 ARTICLE VIII MISCELLANEOUS.............................................................. 42 SECTION 8.1 Notices.............................................. 42 SECTION 8.2 Entire Agreement..................................... 43
Specific Performance Termination. In the event of a default under this Agreement, the remedies available to a Party shall include specific performance of the Agreement in addition to any other remedy available at law or in equity (subject to the limitation on damages set forth in Section 12.5.2 below). The City’s specific performance remedy shall include the right to require that Developer Complete any Public Improvement that Developer has commenced (through exercise of rights under payment and performance bonds or otherwise), and to require dedication of the Public Improvement to the City upon Completion together with the conveyance of real property as contemplated by this Agreement. In addition, the non- defaulting Party may terminate this Agreement after a public hearing at the Board of Supervisors by sending a notice of termination to the other Party setting forth the basis for the termination. The Parties agree that this Agreement can be terminated upon an a material breach. The Party alleging a material breach shall provide a Notice of Termination to the breaching Party, which notice of termination shall state the material breach. The Agreement will be considered terminated effective upon the date set forth in the notice of termination, which shall in no event be earlier than ninety (90) days following delivery of the notice. The Party receiving the notice of termination may take legal action available at law or in equity if it believes the other Party's decision to terminate was not legally supportable.
Specific Performance Termination. 37 SECTION 7.1 Specific Performance . . . . . . . . . . . . . . . . . . . 37 SECTION 7.2 Termination. . . . . . . . . . . . . . . . . . . . . . . . 38 SECTION 7.3 Effect of Termination; Right to Proceed. . . . . . . . . . 39 ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 39 SECTION 8.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . 39 SECTION 8.2 Entire Agreement . . . . . . . . . . . . . . . . . . . . . 40 SECTION 8.3 Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . 41 SECTION 8.4 Governing Law. . . . . . . . . . . . . . . . . . . . . . . 41 SECTION 8.5 Consent to Jurisdiction. . . . . . . . . . . . . . . . . . 41 SECTION 8.6 Binding Effect; No Assignment. . . . . . . . . . . . . . . 41 SECTION 8.7 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . 41 SECTION 8.8 Severability . . . . . . . . . . . . . . . . . . . . . . . 41 SECTION 8.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . 42 SECTION 8.10 Third Parties . . . . . . . . . . . . . . . . . . . . . . 42 ARTICLE IX DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 42 SECTION 9.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . 42 SECTION 9.2 Interpretation . . . . . . . . . . . . . . . . . . . . . . 48 SCHEDULES Schedule 2.1 -- List of Shareholders Schedule 2.4 -- Sellers Required Consents Schedule 2.5 -- Investments Schedule 2.7A -- Financial Statements Schedule 2.7B -- Unusual or Nonrecurring Expense/Income Schedule 2.8 -- Liabilities Schedule 2.9 -- Company Receivables Schedule 2.10 -- Absence of Certain Changes Schedule 2.11 -- Leased Real Property Schedule 2.12 -- Personal Property; Assets Schedule 2.13 -- Contracts Schedule 2.14 -- Intangible Property Schedule 2.15 -- Claims and Proceedings Schedule 2.16 -- Taxes Schedule 2.17 -- Employee Benefits Plans Schedule 2.18 -- Employer-Related Matters Schedule 2.19 -- Insurance Schedule 2.21 -- Permits Schedule 2.24 -- Depositaries Schedule 2.25 -- Related Party Transactions Schedule 2.27 -- Suppliers and Customers Schedule 3.2 -- Buyer Required Consents Schedule 5.3B - Amounts Owed EXHIBITS Exhibit 1.3A - NET Escrow Agreement Exhibit 1.3B -- Escrow Agreement Exhibit 4.15 -- Registration Rights Agreement Exhibit 4.21 -- Employment Agreements Exhibit 5.2A -- Form of Legal Opinion of Buyer's Counsel Exhibit 5.3A -- Form of Legal Opinion of Sellers' Counsel Exhibit 5.3B -- Non-Compete Agreement with...
Specific Performance Termination. The parties agree and intend that this Stockholder Agreement be a valid and binding agreement enforceable against the parties hereto and that damages and other remedies at law for the breach of this Stockholder Agreement are inadequate. Xxxxxxx Corp. and each of the Stockholders agree that irreparable damage to St. Xxxx would occur in the event that the provisions of this Stockholder Agreement were not performed in accordance with its specific terms or were otherwise breached by Xxxxxxx Corp. or any of the Stockholders. It is accordingly agreed that St. Xxxx shall be entitled to an injunction or injunctions to prevent breaches of this Stockholder Agreement by Xxxxxxx Corp. or any of the Stockholders and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which St. Xxxx is entitled at law or in equity. This Stockholder Agreement may be terminated at any time prior to the consummation of the Merger by the mutual written consent of the parties hereto and shall be automatically terminated in the event that the Agreement is terminated in accordance with its terms; provided, however, that if the holders of Xxxxxxx Corp. Common Stock fail to approve the Agreement or Xxxxxxx Corp. fails to hold a stockholders' meeting to vote on the Agreement, then (i) Section 2(a) clause (ii) hereof shall continue in effect as to any plan or proposal received by Xxxxxxx Corp. from any person, entity or group (other than St. Xxxx or any affiliate thereof) prior to the termination of the Agreement or within 180 days after such termination and (ii) Section 2(b) hereof shall continue in effect to preclude a sale other than pursuant to normal brokers transactions on the Nasdaq Stock Market, pledge other than to a bona fide financial institution or recognized securities dealer, transfer or other disposition directly or indirectly to any such person, entity or group in connection with any such plan or proposal, except upon consummation of such plan or proposal.
Specific Performance Termination. 43 SECTION 8.1 Specific Performance; Waiver of Certain Damages.....43 SECTION 8.2 Termination.........................................44 SECTION 8.3 Effect of Termination; Right to Proceed.............44
