Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 77 contracts
Samples: Stockholders Agreement (Lineage, Inc.), Shareholder Agreements (Lineage, Inc.), Stockholders Agreement (Presto Automation Inc.)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 77 contracts
Samples: Registration Rights Agreement (Claros Mortgage Trust, Inc.), Registration Rights Agreement (Claros Mortgage Trust, Inc.), Registration Rights Agreement (Claros Mortgage Trust, Inc.)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 47 contracts
Samples: Stockholders Agreement (Driven Brands Holdings Inc.), Omnibus Agreement (Prometheum, Inc.), Stockholders Agreement (Latham Group, Inc.)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could would not be made whole by monetary damages. Each party accordingly agrees to waive the defense in have any action for specific performance that a adequate remedy at law would be adequate and in the event that any of the provisions of this Agreement were not performed by such first party in accordance with their specific terms or were otherwise breached by such first party. Accordingly, each party agrees that the partiesother 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, this being in addition to any other remedy to which they may be such parties are entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 46 contracts
Samples: Business Combination Agreement (Qt Imaging Holdings, Inc.), Registration Rights Agreement (Qt Imaging Holdings, Inc.), Registration Rights Agreement (AtlasClear Holdings, Inc.)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of a bond.
Appears in 39 contracts
Samples: Stockholders Agreement (Quantum Computing Inc.), Merger Agreement (Quantum Computing Inc.), Stockholders Agreement (Bakkt Holdings, Inc.)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, with the other parties hereto party that the other party would be irreparably harmed damaged if any of the provisions of this agreement are not performed in accordance with their specific terms and could that monetary damages would not be made whole by monetary damagesprovide an adequate remedy in such event. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesAccordingly, in addition to any other remedy to which they the nonbreaching party may be entitled entitled, at law or in equity, the nonbreaching party shall be entitled to specific performance injunctive relief to prevent breaches of this Agreement without agreement and specifically to enforce the posting of bondterms and provisions hereof.
Appears in 25 contracts
Samples: Management Agreement (Unwired Telecom Corp), Management Agreement (Unwired Telecom Corp), Trademark License Agreement (Alamosa Holdings Inc)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could would not be made whole by monetary damages. Each party accordingly agrees to waive the defense in have any action for specific performance that a adequate remedy at law would be adequate and in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party agrees that the partiesother 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, this being in addition to any other remedy to which they may be such parties are entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 21 contracts
Samples: Business Combination Agreement (Goldenstone Acquisition Ltd.), Business Combination Agreement (Qt Imaging Holdings, Inc.), Business Combination Agreement (Priveterra Acquisition Corp.)
Specific Performance. Each party The parties hereto acknowledges acknowledge and agrees agree that in the event of any breach of this Agreement by any of themAgreement, the other non-breaching parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto shall and do hereby waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted hereunder.
Appears in 20 contracts
Samples: Exchange Agreement (Motient Corp), Registration Rights Agreement (Ion Geophysical Corp), Registration Rights Agreement (Skyterra Communications Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting in any action instituted in a court of bondcompetent jurisdiction.
Appears in 20 contracts
Samples: Lockup Agreement (Motorola Inc), Lockup Agreement (Motorola Inc), Lockup Agreement (Motorola Inc)
Specific Performance. Each party The parties hereto acknowledges and agrees that agree that, in the event of any breach provision of this Agreement by any of themis not performed in accordance with the terms hereof, (a) the other parties hereto would be irreparably harmed and could non-breaching party will sustain irreparable damages for which there is not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a an adequate remedy at law would for money damages and (b) the parties shall be adequate and agrees that entitled to specific performance of the partiesterms hereof, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 15 contracts
Samples: Voting Agreement (Zynga Inc), Voting Agreement (Take Two Interactive Software Inc), Voting Agreement (Take Two Interactive Software Inc)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to seek specific performance of this Agreement without the posting of a bond.
Appears in 13 contracts
Samples: Shareholders Agreement (Cannae Holdings, Inc.), Shareholders Agreement (BGPT Trebia LP), Shareholders Agreement (Trasimene Trebia, LP)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of any bond.
Appears in 12 contracts
Samples: Stockholders Agreement (Membership Collective Group Inc.), Shareholder Agreements (Membership Collective Group Inc.), Stockholders Agreement (Sun Country Airlines Holdings, Inc.)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of a bond.
Appears in 12 contracts
Samples: Lockup Agreement (Gemini Therapeutics, Inc. /DE), Merger Agreement (FS Development Corp.), Lockup Agreement (Mosaic Acquisition Corp.)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 11 contracts
Samples: Voting and Support Agreement (Porter Bancorp, Inc.), Tender and Voting Agreement (Dmi Furniture Inc), Tender and Voting Agreement (Flexsteel Industries Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with Section 9.9.
Appears in 11 contracts
Samples: Merger Agreement (Flir Systems Inc), Merger Agreement (Flir Systems Inc), Merger Agreement (Icx Technologies Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other non-breaching parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive Accordingly, each of the defense in any action for specific performance that a remedy at law would be adequate and parties hereto agrees that the other parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled entitled, subject to applicable law, to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 10 contracts
Samples: Shareholders Agreement (Symetra Financial CORP), Shareholders Agreement (Symetra Financial CORP), Shareholders Agreement (Symetra Financial CORP)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without in any action instituted in accordance with the posting provisions of bondthis Agreement.
Appears in 10 contracts
Samples: Stock Purchase Agreement (Dean Health Systems Inc), Stock Purchase Agreement (Dean Health Systems Inc), Stock Purchase Agreement (Dean Health Systems Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (i) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (ii) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 10 contracts
Samples: Stock Voting Agreement, Stock Voting Agreement (Haggar Corp), Stock Voting Agreement (Haggar Corp)
Specific Performance. Each party hereto acknowledges The Parties acknowledge and agrees agree (i) that in the event of any breach of this Agreement by any of them, the other parties hereto each Party would be irreparably harmed by a breach by the other Party of any of their obligations under this Agreement and could not (ii) that there would be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a no adequate remedy at law would be adequate and agrees or damages to compensate the non-breaching Party for any such breach. The Parties agree that the parties, in addition to any other remedy to which they may be entitled at law or in equity, non-breaching Party shall be entitled to injunctive relief requiring specific performance by the breaching Party of its obligations under this Agreement without Agreement, and the posting Parties hereby consent and agree to the entry of bondsuch injunctive relief.
Appears in 10 contracts
Samples: Gas Gathering Agreement, Compression Agreement (Access Midstream Partners Lp), Compression Agreement (Access Midstream Partners Lp)
Specific Performance. Each party hereto of the parties acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other non-breaching party or parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance The parties hereby agree that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, they shall be entitled to compel specific performance of this Agreement without in any action instituted in any court of the posting of bondUnited States or any state thereof having subject matter jurisdiction for such action.
Appears in 9 contracts
Samples: Class a Exchange Rights Agreement (Starwood Hotel & Resorts Worldwide Inc), Exchange Rights Agreement (Starwood Hotel & Resorts Worldwide Inc), Units Exchange Rights Agreement (Prudential Insurance Co of America)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 9 contracts
Samples: Stockholders' Agreement (Kodiak Gas Services, Inc.), Shareholder Agreements (Kodiak Gas Services, Inc.), Shareholders Agreement (Falcon Minerals Corp)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with Section 4.08 hereof.
Appears in 8 contracts
Samples: Tender and Support Agreement (Teva Pharmaceutical Industries LTD), Tender and Voting Agreement (Zoll Medical Corp), Tender and Support Agreement (Kenexa Corp)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other nonbreaching parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party of the parties hereto accordingly agrees to waive the defense in any action for injunction or specific performance that a remedy at law would be adequate and agrees that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to an injunction or to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 6 contracts
Samples: Restricted Share Unit Agreement (Allmerica Financial Corp), Restricted Stock Agreement (Us Biodefense Inc), Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
Specific Performance. Each The parties acknowledge that given the nature of the obligations of the parties hereto that any non-breaching party hereto acknowledges and agrees that in the event of any will be irreparably damaged by a breach of this Agreement by any of them, the other Agreement. The parties hereto would be irreparably harmed therefore acknowledge and could not be made whole by monetary damages. Each agree that any non-breaching party accordingly agrees hereto may seek specific performance of the provisions hereof and that no party hereto may assert adequacy of a remedy at law as a defense to waive the defense in any an action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bondhereunder.
Appears in 6 contracts
Samples: Stockholders Agreement (Hanover Compressor Co), Stockholders Agreement (Hanover Compressor Co), Stockholders Agreement (Hanover Compressor Co)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto shall waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without in any action instituted in any court of the posting United States or any state thereof having subject matter jurisdiction of bondsuch action.
Appears in 6 contracts
Samples: Voting Trust Agreement (JGWPT Holdings Inc.), Voting Trust Agreement (JLL JGW Distribution, LLC), Voting Trust Agreement (JGWPT Holdings Inc.)
Specific Performance. Each party The parties hereto acknowledges and agrees that agree that, in the event of any breach provision of this Agreement by any of themis not performed in accordance with the terms hereof, (i) the other parties hereto would be irreparably harmed and could non-breaching party will sustain irreparable damages for which there is not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a an adequate remedy at law would for money damages and (ii) the parties shall be adequate and agrees that entitled to specific performance of the partiesterms hereof, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 6 contracts
Samples: Voting Agreement (Costamagna Mariano), Voting Agreement (Becker Drapkin Management, L.P.), Voting Agreement (Fuel Systems Solutions, Inc.)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with Section 2.09.
Appears in 6 contracts
Samples: Tender and Support Agreement (Flir Systems Inc), Tender and Support Agreement (Flir Systems Inc), Tender and Support Agreement (Wexford Capital Lp)
Specific Performance. Each party hereto acknowledges The Parties acknowledge and agrees agree that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance agreed that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they a Party may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting in any action instituted in any court of bondcompetent jurisdiction.
Appears in 6 contracts
Samples: Proxy Agreement (Voyager Entertainment International Inc), Proxy Agreement (Voyager Entertainment International Inc), Proxy Agreement (Voyager Entertainment International Inc)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, with the other parties hereto -------------------- party that the other party would be irreparably harmed damaged if any of the provisions of this agreement are not performed in accordance with their specific terms and could that monetary damages would not be made whole by monetary damagesprovide an adequate remedy in such event. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesAccordingly, in addition to any other remedy to which they the nonbreaching party may be entitled entitled, at law or in equity, the nonbreaching party shall be entitled to specific performance injunctive relief to prevent breaches of this Agreement without agreement and specifically to enforce the posting of bondterms and provisions hereof.
Appears in 6 contracts
Samples: Trademark and Service Mark License Agreement (Ipcs Equipment Inc), Trademark and Service Mark License Agreement (Airgate Wireless Inc), Trademark and Service Mark License Agreement (Airgate Wireless Inc)
Specific Performance. Each party hereto acknowledges and agrees that The Parties agree that, in the event of any breach provision of this Agreement by any of themis not performed in accordance with the terms hereof, (a) the other parties hereto would be irreparably harmed and could non-breaching Party will sustain irreparable damages for which there is not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a an adequate remedy at law would for money damages and (b) the non-breaching Party shall be adequate and agrees that entitled to specific performance of the partiesterms hereof, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 5 contracts
Samples: Board Rights Agreement (Emergent Capital, Inc.), Designation Agreement (Emergent Capital, Inc.), Designation Agreement (Emergent Capital, Inc.)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 5 contracts
Samples: Stockholder Agreement (Coronado Global Resources Inc.), Voting Agreement (Cannae Holdings, Inc.), Voting Agreement (Ceridian HCM Holding Inc.)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to specific performance of this Agreement without the posting of a bond.
Appears in 5 contracts
Samples: Shareholder Agreement (FF Top Holding LLC), Shareholder Agreement (Faraday Future Intelligent Electric Inc.), Shareholder Agreement (Faraday Future Intelligent Electric Inc.)
Specific Performance. Each party hereto of the Parties acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees agreed that the partiesParties (a) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without Agreement; and (b) shall waive, in any action for specific performance, the posting defense of bondthe adequacy of a remedy at law.
Appears in 5 contracts
Samples: Distribution, License and Manufacturing Agreement, Distribution, License and Manufacturing Agreement (Remedent, Inc.), Distribution Agreement (Remedent, Inc.)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with Section 2.9.
Appears in 4 contracts
Samples: Tender and Support Agreement (General Electric Co), Tender and Support Agreement (General Electric Co), Tender and Support Agreement (Clarient, Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other non-breaching parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each Accordingly, each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and hereto agrees that the partiesother party, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 4 contracts
Samples: Investor Agreement (Voicestream Wireless Holding Corp), Investor Agreement (Sonera Corp), Investor Agreement (Voicestream Wireless Corp /De)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any a breach of this Agreement by any of themAgreement, the other parties hereto non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (i) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (ii) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in respect thereof.
Appears in 4 contracts
Samples: Shareholder and Registration Rights Agreement, Shareholder Agreement (Montpelier Reinsurance LTD), Shareholder and Registration Rights Agreement (Blue Capital Reinsurance Holdings Ltd.)
Specific Performance. Each party hereto of the parties to this Agreement acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other non-breaching parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees Accordingly, each of the parties to waive the defense in any action for specific performance that a remedy at law would be adequate and this Agreement agrees that the other parties, in addition to any other remedy remedies to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 4 contracts
Samples: Catastrophe Equity Securities Issuance Option Agreement (Trenwick Group LTD), Catastrophe Equity Securities Issuance Option Agreement (Lasalle Re Holdings LTD), Catastrophe Equity Securities Issuance Option Agreement (Trenwick America Corp)
Specific Performance. Each party hereto Party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto Parties would be irreparably harmed and could not be made whole by monetary damages. Each party Party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to specific performance of this Agreement without the posting of bondAgreement.
Appears in 4 contracts
Samples: Shareholder Agreement (ReNew Energy Global PLC), Shareholder Agreement (ReNew Energy Global PLC), Shareholder Agreement (ReNew Energy Global LTD)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other non-breaching parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive Accordingly, each of the defense in any action for specific performance that a remedy at law would be adequate and parties hereto agrees that the other parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Primus Guaranty LTD), Shareholders Agreement (Cga Group LTD), Shareholders Agreement (Cga Group LTD)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 4 contracts
Samples: Stockholders Agreement (Diamondback Energy, Inc.), Shareholder Agreements (Diamondback Energy, Inc.), Share Purchase Agreement (Outbrain Inc.)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with Section 9.9 hereof.
Appears in 4 contracts
Samples: Tender and Support Agreement (Collegium Pharmaceutical, Inc), Merger Agreement (Biodelivery Sciences International Inc), Agreement and Plan of Merger (Biodelivery Sciences International Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (i) waive, in any action for specific performance that or injunctive relief, the defense of adequacy of a remedy at law would and (ii) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this, or injunctive relief under, this Agreement without the posting of bondAgreement.
Appears in 3 contracts
Samples: Merger Agreement (Vantas Inc), Merger Agreement (Reckson Services Industries Inc), Merger Agreement (Carramerica Realty Corp)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties party hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 3 contracts
Samples: Shareholder Agreement (Archstone Inc.), Shareholders Agreement (Cellu Tissue Holdings, Inc.), Shareholders Agreement (Cellu Tissue Holdings, Inc.)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other non-breaching parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive Accordingly, each of the defense in any action for specific performance that a remedy at law would be adequate and parties hereto agrees that the other parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondpursuant to Section 13(k)(x).
Appears in 3 contracts
Samples: Shareholders Agreement (Voicestream Wireless Holding Corp), Shareholder Agreement (Hutchison Whampoa LTD /Wav), Shareholders Agreement (Western Wireless Corp)
Specific Performance. Each party hereto acknowledges The Parties acknowledge and agrees agree (a) that in the event of any breach of this Agreement by any of them, the other parties hereto each Party would be irreparably harmed by a breach by the other Party of any of their obligations under this Agreement and could not (b) that there would be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a no adequate remedy at law would be adequate and agrees or damages to compensate the non-breaching Party for any such breach. The Parties agree that the parties, in addition to any other remedy to which they may be entitled at law or in equity, non-breaching Party shall be entitled to injunctive relief requiring specific performance by the breaching Party of its obligations under this Agreement without Agreement, and the posting Parties hereby consent and agree to the entry of bondsuch injunctive relief.
Appears in 3 contracts
Samples: Additional Agreement, Additional Agreement (Chesapeake Midstream Partners, L.P.), Additional Agreement (Chesapeake Midstream Partners, L.P.)
Specific Performance. Each party hereto Party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto Party would be irreparably harmed and could not be made whole by monetary damages. Each party Party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesParties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 3 contracts
Samples: Stockholders’ Agreement (BKV Corp), Stockholders’ Agreement (BKV Corp), Stockholders’ Agreement (BKV Corp)
Specific Performance. Each party hereto Party acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense Parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would law, and (b) be adequate and agrees that entitled, in the partiesnon-breaching Party’s sole discretion, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with this Section 11.12.
Appears in 3 contracts
Samples: Exchange Agreement, Exchange Agreement, Exchange Agreement
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without Agreement; provided, however, that the posting Company shall not be entitled to specific performance for any breach by the Holders of bondthe provisions of Section 2.4(d)(i).
Appears in 3 contracts
Samples: Registration Rights Agreement (Lineage, Inc.), Registration Rights Agreement (Lineage, Inc.), Registration Rights Agreement (Lineage, Inc.)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other non-breaching party or parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto will waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 3 contracts
Samples: Stock Sale Agreement (Repro Med Systems Inc), Stock Sale Agreement (Repro Med Systems Inc), Settlement Agreement (Harbrew Imports LTD Corp (NY))
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without Agreement; provided, however, that the posting Company shall not be entitled to specific performance for any breach by the Holders of bondthe provisions of Section 3.2(b).
Appears in 3 contracts
Samples: Registration Rights Agreement (Lineage, Inc.), Registration Rights Agreement (Lineage, Inc.), Registration Rights Agreement (Lineage, Inc.)
Specific Performance. Each party of the parties hereto acknowledges and -------------------- agrees that in the event of any breach of this Agreement by any of themAgreement, the other nonbreaching parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party of the parties hereto accordingly agrees to waive the defense in any action for injunction or specific performance that a remedy at law would be adequate and agrees that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to an injunction or to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 3 contracts
Samples: Converted Stock Agreement (Allmerica Financial Corp), Restricted Stock Agreement (Allmerica Financial Corp), Restricted Stock Agreement (Allmerica Financial Corp)
Specific Performance. Each party of the Parties hereto acknowledges and agrees that in the event of any a breach of this Agreement by any of themAgreement, the other parties hereto non-breaching Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense Parties hereto (i) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (ii) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in respect thereof.
Appears in 3 contracts
Samples: Trademark License Agreement (Blue Capital Reinsurance Holdings Ltd.), Trademark License Agreement (Montpelier Re Holdings LTD), Trademark License Agreement (Blue Capital Reinsurance Holdings Ltd.)
Specific Performance. Each party hereto Party acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense Parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would law, and (b) be adequate and agrees that entitled, in the partiesnon-breaching Party’s sole discretion, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with this Section.
Appears in 2 contracts
Samples: Stockholders Agreement, Stockholders Agreement
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.monetary
Appears in 2 contracts
Samples: Registration Rights Agreement (TaskUs, Inc.), Registration Rights Agreement (TaskUs, Inc.)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other non-breaching parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party of the parties hereto accordingly agrees to waive the defense in any action for injunction or specific performance that a remedy at law would be adequate and agrees that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to an injunction or to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 2 contracts
Samples: Restricted Stock Option Agreement (Energytec Inc), Shareholders Agreement (Migratec Inc)
Specific Performance. Each party hereto acknowledges The Parties acknowledge and agrees agree (i) that in the event of any breach of this Agreement by any of them, the other parties hereto each Party would be irreparably harmed by a breach by the other Party of any of their obligations under this Contract and could not (ii) that there would be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a no adequate remedy at law would be adequate and agrees or damages to compensate the non-breaching Party for any such breach. The Parties agree that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall non-breaching Party will be entitled to injunctive relief requiring specific performance by the breaching Party of its obligations under this Agreement without Contract, and the posting Parties hereby consent and agree to the entry of bondsuch injunctive relief.
Appears in 2 contracts
Samples: Gas Gathering Contract (Access Midstream Partners Lp), Gas Gathering Contract (Access Midstream Partners Lp)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other non-breaching party or parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto shall and do hereby waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 2 contracts
Samples: Stockholders Agreement (Us Audiotex Corp), Put Agreement (Nordstrom Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with Section 12.06 hereof.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Us Industries Inc /De), Stock and Asset Purchase Agreement (Hubbell Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto will waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 2 contracts
Samples: Employment Agreement (L 3 Communications Holdings Inc), Employment Agreement (L 3 Communications Holdings Inc)
Specific Performance. Each Person party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties Persons party hereto would be irreparably harmed and could not be made whole by monetary damages. Each Person party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and agrees that the partiesPersons party hereto, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to specific performance of this Agreement without the posting of a bond.
Appears in 2 contracts
Samples: Merger Agreement (FAST Acquisition Corp.), Stockholders Agreement (FAST Acquisition Corp.)
Specific Performance. Each party hereto acknowledges and agrees Party recognizes that in the event of any breach of this Agreement by any of them(whether or not such breach is material or willful), the other parties hereto monetary damages alone would be irreparably harmed and could not be made whole by monetary damagesadequate to compensate other Parties for their injuries. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would non-breaching Party shall therefore be adequate and agrees that the partiesentitled, in addition to any other remedy to which they remedies that may be entitled at law or in equityavailable, shall be entitled to obtain specific performance of the terms of this Agreement without Agreement. If any action is brought to enforce this Agreement, the posting of bondbreaching Party shall waive the defense that there is an adequate remedy at law.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Ferrellgas Partners Finance Corp)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (i) shall waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (ii) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 2 contracts
Samples: Shareholder Agreement (Em Laboratories Inc), Shareholder Agreement (VWR Scientific Products Corp)
Specific Performance. Each party hereto of the parties acknowledges and agrees that in the event of any breach or threatened breach of this Agreement by any of themAgreement, the other non-breaching party or parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance The parties hereby agree that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, they shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in any court set forth in Section 7.05.
Appears in 2 contracts
Samples: Shareholder Agreement (Patheon N.V.), Shareholders’ Agreement (Patheon Holdings Cooperatief U.A.)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense defence in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 2 contracts
Samples: Director Nomination Agreement (Markit Ltd.), Director Nomination Agreement (Markit Ltd.)
Specific Performance. Each party hereto of the Parties acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto would non-breaching Party may be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees agreed that the partiesParties shall be entitled to seek, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin accordance with any action instituted in accordance with Section 12.10.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Benson Hill, Inc.), Stock Purchase Agreement (Benson Hill, Inc.)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themit, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 2 contracts
Samples: Voting Agreement (Malibu Boats, Inc.), Voting Agreement (Malibu Boats, Inc.)
Specific Performance. Each party hereto acknowledges The Parties acknowledge and agrees agree that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching Party would be irreparably harmed and could not be made whole solely by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance The Parties hereby agree that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they any Party may be entitled at law or in equity, to the extent permitted by applicable law, the Parties shall be entitled to obtain an injunction or compel specific performance of this Agreement without the posting of bondin any action instituted in any Court.
Appears in 2 contracts
Samples: Restructuring Agreement, Restructuring Agreement (Priceline Com Inc)
Specific Performance. Each party hereto acknowledges and agrees The parties acknowledge that a non-breaching party: (a) could not be adequately compensated by monetary damages in the event of any a breach of this Agreement by any a breaching party, (b) would suffer irreparable harm in the event of them, the other parties hereto would be irreparably harmed such breach and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties(c) shall have, in addition to any other remedy to which they rights or remedies it may be entitled have at law or in equity, shall be entitled to specific performance of this Agreement without and injunctive relief as a remedy for the posting of bondenforcement hereof.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Old National Bancorp /In/), Purchase and Assumption Agreement (Community Bank System Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAmended and Restated Agreement, the other non-breaching parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive Accordingly, each of the defense in any action for specific performance that a remedy at law would be adequate and parties hereto agrees that the other parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled entitled, subject to applicable law, to compel specific performance of this Agreement without the posting of bondAmended and Restated Agreement.
Appears in 2 contracts
Samples: Shareholder Agreements (PMI Mortgage Insurance Co.), Shareholders Agreement (RAM Holdings Ltd.)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted hereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Fahnestock Viner Holdings Inc), Purchase Agreement (Fahnestock Viner Holdings Inc)
Specific Performance. Each party hereto of the Parties acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the Parties will waive the defense in any action for specific performance performance, that a remedy at law would be adequate and agrees that the partiesParties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting in any action instituted in any court thereof having jurisdiction of bondsuch action.
Appears in 2 contracts
Samples: Stock Exchange Agreement (World Callnet Inc), Stock Exchange Agreement (Worldwideweb Institute Com Inc)
Specific Performance. Each party The parties hereto acknowledges and agrees acknowledge that in the event of any breach of the provisions of this Agreement by any of themAgreement, the other parties hereto nonbreaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesagreed that, in addition to any other remedy to which they a party may be entitled at law or in equity, the obligations of the parties hereunder shall be entitled specifically enforceable and no party shall take any action to impede the others from seeking to enforce such right of specific performance of this Agreement without the posting of bondperformance.
Appears in 2 contracts
Samples: Merger Agreement (Corvu Corp), Registration Rights Agreement (Ivi Publishing Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees agreed that the partiesparties hereto (a) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without in accordance with any action instituted in accordance with Section 9.14 and (b) will waive, in any action for specific performance, the posting defense of bondthe adequacy of a remedy at law.
Appears in 2 contracts
Samples: Merger Agreement (Transcultural Health Develpment, Inc.), Merger Agreement (Impsat Fiber Networks Inc)
Specific Performance. Each party hereto acknowledges and to this agreement hereby irrevocably agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto will waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 2 contracts
Samples: Shareholder Agreement (Wh Holdings Cayman Islands LTD), Shareholder Agreement (Herbalife International Inc)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with Section 8.1.
Appears in 2 contracts
Samples: Purchase Agreement (Ivax Corp /De), Purchase Agreement (Carson Inc)
Specific Performance. Each party hereto Party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto Parties would be irreparably harmed and could not be made whole by monetary damages. Each party Party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to specific performance of this Agreement without the posting of bondAgreement.
Appears in 2 contracts
Samples: Registration Rights, Coordination and Put Option Agreement (ReNew Energy Global PLC), Registration Rights, Coordination and Put Option Agreement (ReNew Energy Global PLC)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with Section 3.10.
Appears in 2 contracts
Samples: Tender and Support Agreement (Titanium Asset Management Corp), Tender and Support Agreement (Coleman Cable, Inc.)
Specific Performance. Each party hereto Party acknowledges and agrees that in the event of any other Parties would be irreparably injured by a breach of this Agreement by any it and that money damages alone are an inadequate remedy for actual or threatened breach of themthis Agreement. To the extent permitted by applicable law, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, each Party shall be entitled to request specific performance in respect of breach of this Agreement without the posting of bondAgreement.
Appears in 2 contracts
Samples: Consortium Agreement (Zhang Xiao Ping), Consortium Agreement (Zhang Xiao Ping)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto non-breaching Party would be irreparably harmed and could not be made whole by monetary damages. Each party Party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 2 contracts
Samples: Investor's Rights Agreement (Autohome Inc.), Investors Rights Agreement (Autohome Inc.)
Specific Performance. Each Notwithstanding anything to the contrary in Article IX, each party hereto acknowledges and agrees that in the event of any breach of Section 5.03 of this Agreement by any of them, the other parties hereto non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 1 contract
Samples: Master Agreement (Annuity & Life Re (Holdings), Ltd.)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any material breach of this Agreement by any of them, for which the other parties hereto non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each , such non-breaching party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bondand to injunctive relief against further violations, as well as any other remedies available at law or in equity.
Appears in 1 contract
Samples: Preemptive Rights Agreement (Global Ship Lease, Inc.)
Specific Performance. Each party hereto acknowledges The Parties acknowledge and agrees agree that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that (a) the defense breaching Party will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) the non-breaching Party shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they the non-breaching Party may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with Section 11.2 hereof.
Appears in 1 contract
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party of the parties hereto accordingly agrees to waive the defense in any action for injunction or specific performance that a remedy at law would be adequate and agrees that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to an injunction or to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 1 contract
Specific Performance. Each party hereto of the Parties acknowledges and agrees -------------------- that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching Party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto will waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesParties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 1 contract
Samples: Shareholders Agreement (Chatterjee Fund Management L P)
Specific Performance. Each party hereto of the Parties acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense Parties (a) shall waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted hereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Oppenheimer Holdings Inc)
Specific Performance. Each party The parties hereto acknowledges hereby acknowledge and agrees agree that in the event of any breach of this Agreement any agreement, obligation or covenant contained herein by any of themparty hereto, the other interested party or parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesagreed that, in addition to any other right or remedy to which they that such party may be entitled at have in law or in equityequity under applicable law, the non-breaching interested party or parties shall be entitled to compel specific performance performances of this Agreement without such agreement, obligation or covenant by the posting of bondnonperforming party or parties.
Appears in 1 contract
Samples: Investor Rights Agreement (Hines Real Estate Investment Trust Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees agreed that the partiesparties hereto (a) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without in accordance with any action instituted in accordance with Section 11.14 and (b) will, and hereby do, waive, in any action for specific performance, the posting defense of bondthe adequacy of a remedy at law.
Appears in 1 contract
Samples: Stock Purchase and Contribution Agreement (Palace Entertainment Holdings, Inc.)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance agreed that a remedy at law would such parties shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 1 contract
Samples: Agfa/Pca 2002 Sales Contract (Portrait Corp of America, Inc.)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees agreed that the partiesparties hereto (a) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without in accordance with any action instituted in accordance with Section 10.15 and (b) will waive, in any action for specific performance, the posting defense of bondthe adequacy of a remedy at law.
Appears in 1 contract
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with Section 8.1.
Appears in 1 contract
Samples: Purchase Agreement (Superior National Insurance Group Inc)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled entitled, at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with Section 7.04.
Appears in 1 contract
Samples: Asset Purchase Agreement (Foundation Health Systems Inc)
Specific Performance. Each party of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (i) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would law, and (ii) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondAgreement.
Appears in 1 contract
Samples: Voting Agreement (Landacorp Inc)
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to seek specific performance of this Agreement without the posting of bond.
Appears in 1 contract
Specific Performance. Each party The parties hereto acknowledges and agrees acknowledge that in the -------------------- event of any breach of the provisions of this Agreement by any of themAgreement, the other parties hereto nonbreaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesagreed that, in addition to any other remedy to which they a party may be entitled at law or in equity, the obligations of the parties hereunder shall be entitled specifically enforceable and no party shall take any action to impede the other from seeking to enforce such right of specific performance of this Agreement without the posting of bondperformance.
Appears in 1 contract
Samples: Standstill Agreement (Imax Corp)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other non-breaching parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive Accordingly, each of the defense in any action for specific performance that a remedy at law would be adequate and parties hereto agrees that the other parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondpursuant to Section 14(k)(x).
Appears in 1 contract
Samples: Shareholders Agreement (Voicestream Wireless Holding Corp)
Specific Performance. Each party of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the other parties hereto each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees agreed that the parties to waive the defense this Agreement (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with section 9.9.
Appears in 1 contract
Specific Performance. Each The parties acknowledge that given the nature of the obligations of the parties hereto that any non-breaching party hereto acknowledges and agrees that in the event of any will be irreparably damaged by a breach of this Agreement by any of them, the other Agreement. The parties hereto would be irreparably harmed therefore acknowledge and could not be made whole by monetary damages. Each agree that any nonbreaching party accordingly agrees hereto may seek specific performance of the provisions hereof and that no party hereto may assert adequacy of a remedy at law as a defense to waive the defense in any an action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bondhereunder.
Appears in 1 contract
Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party hereto accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
Appears in 1 contract
Specific Performance. Each The parties acknowledge and agree that, as a result of the actual damages a party hereto acknowledges and agrees that in the event would sustain by reason of any a breach of this Agreement by any of themAgreement, the other parties hereto would be irreparably harmed and such party could not be made whole by monetary damages. Each , and it is accordingly agreed that such party accordingly agrees shall have the right to waive elect, in addition to any and all other remedies at law or in equity, to enforce specific performance under this Agreement, and the non-performing party waives the defense in any such action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bondadequate.
Appears in 1 contract
Specific Performance. Each party hereto acknowledges The Parties acknowledge and agrees agree that in the event of any breach of this Agreement by any of themAgreement, the other parties hereto non-breaching Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that (a) the defense breaching Party will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) the non-breaching Party shall be adequate and agrees that the partiesentitled, in addition to any other remedy to which they the non-breaching Party may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement without the posting of bondin any action instituted in accordance with SECTION 11.2 hereof.
Appears in 1 contract
Samples: Purchase Agreement (Heidrick & Struggles International Inc)