Binding Relationship Sample Clauses
A Binding Relationship clause establishes that the agreement creates legally enforceable obligations between the parties involved. In practice, this means that both parties are required to fulfill their commitments as outlined in the contract, and failure to do so may result in legal consequences. This clause is essential for ensuring that the contract is not merely a statement of intent but a formal, enforceable agreement, thereby providing certainty and accountability for all parties.
Binding Relationship. Each Seller Stockholder that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to have agreed that (i) the provisions of this Article X are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such Seller Stockholder may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Article X would be inadequate, (iii) such Seller Stockholder shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if such Seller Stockholder brings an action to enforce the provisions of this Article X and (iv) the provisions of Article X shall be binding upon such Seller Stockholder and the successors and assigns of such Seller Stockholder. In addition, each Seller Stockholder that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to:
(a) have waived any claims he, she or it may have or assert, including those that may arise in the future, against any Stockholder Representative and any of his affiliates, for any action or inaction taken or not taken by the Stockholder Representative in connection therewith; and
(b) have agreed to his or her portion, if any, of the Indemnification Escrow be paid by Buyer to the Escrow Agent and disbursed by the Escrow Agent in accordance with the operative agreement governing the escrow.
Binding Relationship. Each AirPatrol Shareholder that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to have agreed that (i) the provisions of this Article 9 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such AirPatrol Shareholder may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Article 9 would be inadequate, (iii) Representative shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Representative brings an action to enforce the provisions of this Article 9 and (iv) the provisions of Article 9 shall be binding upon such AirPatrol Shareholder and the successors and assigns of such AirPatrol Shareholder. In addition, each AirPatrol Shareholder that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to:
(a) have waived any claims he, she or it may have or assert, including those that may arise in the future, against any Representative and any of its affiliates, for any action or inaction taken or not taken by the Representative in connection therewith, absent gross negligence or bad faith of the Representative; and
(b) have agreed to his or her portion, if any, of the Holdback Shares be paid by Acquiror to the Escrow Agent and disbursed by the Escrow Agent in accordance with the Escrow Agreement.
Binding Relationship. Each Stockholder shall be deemed to have agreed that (a) the provisions of this Article VIII are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such Stockholder may have in connection with the transactions contemplated by this Agreement, (b) the remedy at law for any breach of the provisions of this Article VIII would be inadequate, (c) such Stockholder shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if such Stockholder brings an action to enforce the provisions of this Article VIII and (d) the provisions of this Article VIII shall be binding upon such Stockholder and the successors and assigns of such Stockholder. In addition, each Stockholder shall be deemed to have waived any claims he, she or it may have or assert, including those that may arise in the future, against any Stockholder Representative and any of his Affiliates, for any action or inaction taken or not taken by the Stockholder Representative in connection therewith.
Binding Relationship. Each Stockholder shall be deemed to have agreed that (a) the provisions of this Article VIII are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such Stockholder may have in connection with the transactions contemplated by this Agreement, (b) the remedy at law for any breach of the provisions of this Article VIII would be inadequate, (c) such Stockholder shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if such Stockholder brings an action to enforce the provisions of this Article VIII and (d) the provisions of this Article VIII shall be binding upon such Stockholder and the successors and assigns of such Stockholder. In addition, each Stockholder shall be deemed to have waived any claims he, she or it may have or assert, including those that may arise in the future, against any Stockholder Representative and any of his Affiliates, for any action or inaction taken or not taken by the Stockholder Representative in connection therewith.