Common use of Specific Performance Clause in Contracts

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breachedbreached or violated. Accordingly, to the fullest extent permitted by law, each of the Parties parties agrees that that, without posting bond or other undertaking, the other Parties shall parties will be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States action, claim or any state thereof having jurisdiction over the Parties and the matter, suit in addition to any other remedy to which they it may be entitled, at law or in equity. Each party further agrees that, in the event of any action for specific performance in respect of such breach or violation, it will not assert that the defense that a remedy at law would be adequate.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties parties hereto would suffer irreparable damage for which an adequate remedy at law would not be damaged irreparably available in the event any of the provisions of this Agreement are is not performed in accordance with their its specific terms or otherwise are is breached. Accordingly, each of the Parties parties hereto agrees that the other Parties non-breaching parties shall be entitled to an injunction injunction, restraining order or injunctions other form of equitable relief from any court of competent jurisdiction to prevent breaches of of, and to specifically enforce, the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equityAgreement.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, matter in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States U.S. or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law Law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that one or more of the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, matter in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties party hereto acknowledges and agrees that the other Parties parties hereto would be damaged irreparably in the event any of the provisions of this Agreement Option are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties party agrees that the other Parties parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement Option and to specifically enforce specifically this Agreement Option and the terms and provisions hereof in any action instituted in any court of the United States or of any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, matter in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breachedbreached or violated. Accordingly, to the fullest extent permitted by Law, each of the Parties parties agrees that that, without posting bond or other undertaking, the other Parties shall parties will be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States action, claim or any state thereof having jurisdiction over the Parties and the matter, suit in addition to any other remedy to which they it may be entitled, at law or in equity. Each party further agrees that, in the event of any action for specific performance in respect of such breach or violation, it will not assert the defense that a remedy at law would be adequate.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties parties hereto would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties hereto agrees that the other Parties shall parties hereto will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof of this Agreement (including the indemnification provisions hereof) in any action instituted in any competent court of the United States or any state thereof having jurisdiction over the Parties and the matterparties, in addition to any other remedy to which they may might be entitled, entitled at law or in equity.

Specific Performance. Each of the Parties parties to this Agreement acknowledges and agrees that the other Parties parties to this Agreement would be irreparably damaged irreparably in the event any of the provisions of this Agreement are were not performed in accordance with their specific terms or were otherwise are breached. Accordingly, each of the Parties parties to this Agreement agrees that the other Parties shall each of them will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof of this Agreement in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattersubject matter jurisdiction, in addition to any other remedy to which they such party may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties Party shall be entitled to an injunction or injunctions to prevent breaches breach of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States U.S.A. or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party hereto shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties parties hereto would be irreparably damaged irreparably in the event any of the provisions of this Agreement are were not performed in accordance with their specific terms or were otherwise are breached. Accordingly, each of the Parties parties hereto agrees that the other Parties they each shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattersubject matter jurisdiction, in addition to any other remedy to which they any of the parties may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that one or more of the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties shall parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each Notwithstanding anything contained herein to the contrary, each of the Parties acknowledges and agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, matter in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, matter in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof of this Agreement in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.. [THIS SPACE INTENTIONALLY LEFT BLANK]

Specific Performance. Each of the Parties acknowledges and agrees -------------------- that one (1) or more of the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that that, without posting bond or other undertaking, the other Parties parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action Action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, matter in addition to any other remedy to which they it may be entitled, at law or in equity. Each party further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert the defense that a remedy at law would be adequate.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties parties hereto would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties hereto acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their its specific terms or otherwise are breached. Accordingly, each of the Parties hereto agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties parties hereto would be irreparably damaged irreparably in the event any of the provisions of this Agreement are were not performed in accordance with their specific terms or were otherwise are breached. Accordingly, each of the Parties parties hereto agrees that each of the other Parties parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattersubject matter jurisdiction, in addition to any other remedy to which they any party hereto may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, matter in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties party hereto would be irreparably damaged irreparably in the event any of the provisions of this Agreement are were not performed in accordance with their specific terms or were otherwise are breached. Accordingly, each of the Parties agrees that the other Parties parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof thereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattersubject matter jurisdiction, in addition to any other remedy to which they the parties may be entitled, at law law, in equity or in equitypursuant to this Agreement.

Specific Performance. Each of the Parties Party acknowledges and agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement (including Sections 6.1, 6.2 and 6.3) are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties Party agrees that the other Parties Party shall be entitled to an injunction or injunctions other equitable relief to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that one or more of the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity. The prevailing party in any such action shall be entitled to recover from the other party its attorneys' fees, costs and expenses incurred in connection with regard to such action.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees -------------------- that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.. * * * * *

Specific Performance. Each of the Parties acknowledges and agrees -------------------- that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that each of the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, matter in addition to any other remedy (subject to the provisions set forth in (S) 11.15 below) to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties party hereto would be irreparably damaged irreparably in the event any of the provisions of this Agreement are were not performed in accordance with their specific terms or were otherwise are breached. Accordingly, each of the Parties parties hereto agrees that the other Parties they each shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof thereof in any action instituted in any court of the United States or any state thereof or jurisdiction having jurisdiction over the Parties and the mattersubject matter jurisdiction, in addition to any other remedy to which they such party may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges The parties acknowledge and agrees agree that the other Parties a party would be damaged irreparably in the event if any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties a party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof of this Agreement in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the mattermatter (subject to the provisions set forth in Section 6.9), in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties party hereto would be irreparably damaged irreparably in the event any of the provisions of this Agreement are were not performed in accordance with their specific terms or were otherwise are breached. Accordingly, each of the Parties parties hereto agrees that the other Parties each shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof thereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattersubject matter jurisdiction, in addition to any other remedy to which they the parties may be entitled, at law law, in equity or in equitypursuant to this Agreement.

Specific Performance. Each of the Parties acknowledges and -------------------- agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, matter in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they the aggrieved Party may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the mattermatter in accordance with Section 8.6, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties parties would be irreparably damaged irreparably in the event any of the provisions of this Agreement are were not performed in accordance with their specific terms or were otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties they each shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions conditions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattercompetent jurisdiction, in addition to any other remedy to which they such party may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and -------------------- agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.. *****

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the any other Parties Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any other state thereof having jurisdiction over the Parties and parties in the matter, in addition to any other remedy (including monetary damages) to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties to this Agreement acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that that, other than as set forth in Sections 9.2(b)(i), (ii) and (iii), the other Parties parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and -------------------- agrees that one or more of the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties party agrees that the other Parties party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of Notwithstanding anything contained herein to the Parties contrary, each Party to this Agreement acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties Party to this Agreement agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, matter in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattermatte, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties Party hereto acknowledges and agrees that the other Parties parties hereto would be irreparably damaged irreparably in the event if any of the provisions provision of this Agreement are is not performed in accordance with their its specific terms or is otherwise are breached. Accordingly, each of the Parties Party hereto agrees that the other Parties shall parties hereto will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to specifically enforce specifically this Agreement and the its terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and parties in the matter, subject to Section 6.07 and Section 6.09, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties party hereto acknowledges and agrees that the other Parties parties hereto would be irreparably damaged irreparably in the event if any of the provisions provision of this Agreement are is not performed in accordance with their its specific terms or is otherwise are breached. Accordingly, each of the Parties party hereto agrees that the other Parties shall parties hereto will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to specifically enforce specifically this Agreement and the its terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties in the matter subject to Sections 3.4 and the matter3.6 hereof, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that one or more of the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity. The prevailing party in any such action shall be entitled to recover from the other party its reasonable attorneys' fees, costs and expenses incurred in connection with regard to such action.

Specific Performance. Each of the Parties parties acknowledges and agrees -------------------- that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.. *****

Specific Performance. Each of the Parties party hereto acknowledges and agrees that the other Parties parties hereto would be irreparably damaged irreparably in the event if any of the provisions provision of this Agreement are is not performed in accordance with their its specific terms or is otherwise are breached. Accordingly, each of the Parties party hereto agrees that the other Parties shall parties hereto will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to specifically enforce specifically this Agreement and the its terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties in the matter subject to Sections 4.4 and the matter4.6 hereof, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties Party acknowledges and agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement (including Sections 6.1 and 6.2) are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties Party agrees that the other Parties Party shall be entitled to an injunction or injunctions other equitable relief to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties party hereto acknowledges and agrees that the other Parties parties hereto would be irreparably damaged irreparably in the event if any of the provisions provision of this Agreement are is not performed in accordance with their its specific terms or is otherwise are breached. Accordingly, each of the Parties party hereto agrees that the other Parties shall parties hereto will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to specifically enforce specifically this Agreement and the its terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties in the matter subject to Sections 6.05 and the matter6.07 hereof, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties parties hereto would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties hereto agrees that the other Parties parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States U.S. or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties executing this Agreement ("Parties") acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, matters in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges The parties hereto acknowledge and agrees agree that the other Parties each would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, the parties hereto agree that each of the Parties agrees that the other Parties party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties hereto and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees -------------------- that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties parties hereto would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties hereto agrees that the other Parties parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be Party is entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattermatter (subject to the provisions set forth in Section 12.15 of this Agreement), in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, matter in addition to any other remedy to which they it may be entitled, at law or in equity.. Purchase and Sale Agreement

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to specifically enforce specifically this Agreement and the terms and provisions hereof of this Agreement in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court the courts of the United States or any state thereof competent jurisdiction as having jurisdiction over the Parties parties and the subject matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties party would be damaged irreparably in the event if any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the mattermatter (subject to the provisions below, in addition to any other remedy to which they it may be entitled, at law or in equity.)

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties Party(ies) would be damaged irreparably in the event any of that the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall Party(ies) will be entitled entitled, subject to compliance with Section 11.7, to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the provisions of this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equityentitled under this Agreement.

Specific Performance. Each of the Parties party hereto acknowledges and agrees that the other Parties parties hereto would be irreparably damaged irreparably in the event if any of the provisions provision of this Agreement are is not performed in accordance with their its specific terms or is otherwise are breached. Accordingly, each of the Parties party hereto agrees that the other Parties shall parties hereto will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to specifically enforce specifically this Agreement and the its terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and parties in the matter, subject to Section 7.05 and Section 7.07, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States U.S. or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity, except that in no way may a Party terminating prior to the Closing Date in accordance with this Agreement be required to close the Share Exchange.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties party hereto would be irreparably damaged irreparably in the event any of the provisions of this Agreement are were not performed in accordance with their specific terms or were otherwise are breached. Accordingly, each of the Parties parties hereto agrees that the other Parties they each shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattersubject matter jurisdiction, in addition to any other remedy to which they either of the parties may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties parties shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties Party acknowledges and agrees that the other Parties would be damaged irreparably in the event if any of the provisions provision of this Agreement are is not performed in accordance with their its specific terms or is otherwise are breached. Accordingly, and notwithstanding the provisions of Section 12(l) hereof, each of the Parties Party agrees that the other Parties shall will be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the its terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are is not performed in accordance with their its specific terms or otherwise are breachedis breached by any such Party. Accordingly, each of the Parties agrees that the other Parties agree that, without posting bond or similar undertaking, each Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement Agreement, and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matterthereof, in addition to any other remedy rights to which they such Party may be entitled, entitled at law Law or in equity. Any such remedy shall be in addition to any other remedy that such Party may have hereunder.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties parties hereto would be irreparably damaged irreparably in the event any of the provisions of this Agreement are were not performed in accordance with their specific terms or were otherwise are breached. Accordingly, each of the Parties parties hereto agrees that the other Parties it shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattersubject matter jurisdiction, in addition to any other remedy to which they a party may be entitled, at law or in equity.

Specific Performance. Each of the Parties Party acknowledges and agrees that the other Parties would be damaged irreparably in the event if any of the provisions provision of this Agreement are is not performed in accordance with their its specific terms or is otherwise are breached. Accordingly, and notwithstanding the provisions of Section 11(l), each of the Parties Party agrees that the other Parties shall Party will be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the its terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law Law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties would be irreparably harmed and damaged irreparably in the event any of the provisions of this Agreement are were not performed in accordance with their specific terms or were otherwise are breached. Accordingly, each of the Parties parties hereto agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matterspecified in Section 13.5 hereof (except as otherwise expressly provided for in this Agreement), in addition to any other remedy to which they such party may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees -------------------- that one or more of the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties party hereto acknowledges and agrees that the other Parties parties hereto would be irreparably damaged irreparably in the event if any of the provisions provision of this Agreement are is not performed in accordance with their its specific terms or is otherwise are breached. Accordingly, each of the Parties party hereto agrees that the other Parties shall parties hereto will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to specifically enforce specifically this Agreement and the its terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties in the matter subject to Sections 4.05 and the matter4.07 hereof, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties party hereto would be irreparably damaged irreparably in the event any of the provisions of this Agreement are were not performed in accordance with their specific terms or were otherwise are breached. Accordingly, each of the Parties parties hereto agrees that the other Parties they each shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof thereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattersubject matter jurisdiction, in addition to any other remedy to which they Nationwide or Allied may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the mattermatter in dispute, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breachedbreached or violated. Accordingly, each of the Parties agrees that the that, without posting bond or other Parties shall undertaking, each Party will be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, matter in addition to any other remedy to which they it may be entitled, at law or in equity, except as otherwise provided in Section 3(n). Each Party further agrees that, in the event of any action for specific performance in respect of such breach or violation, it will not assert the defense that a remedy at law would be adequate.

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties shall party will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof of this Agreement in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the mattermatter (subject to the provisions set forth in Section 12.10 above), in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges -------------------- and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges The parties to this Agreement acknowledge and agrees agree that the other Parties each would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, the parties hereto agree that each of the Parties agrees that the other Parties shall party will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties to this Agreement and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with with, their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, matter in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties hereto acknowledges and agrees that the other Parties parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the each other Parties party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties parties acknowledges and -------------------- agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the matter, in addition to any other remedy to which they it may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties Party agrees that the other Parties Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, matter in addition to any other remedy to which they may be entitled, at law or in equity.. [Signature Page Follows]

Specific Performance. Each of the Parties parties acknowledges and agrees that the other Parties party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties parties agrees that the other Parties party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties parties and the mattermatter (subject to the provisions set forth in SECTION 11.11 above), in addition to any other remedy to which they may be entitled, at law or in equity.