Common use of Binding Relationship Clause in Contracts

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 AirPatrol Shareholder Seller Member 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 X are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such AirPatrol Shareholder Seller Member 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 X would be inadequate, (iii) Representative such Seller Member shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Representative such Seller Member brings an action to enforce the provisions of this Article 9 X and (iv) the provisions of Article 9 X shall be binding upon such AirPatrol Shareholder Seller Member and the successors and assigns of such AirPatrol ShareholderSeller Member. In addition, each AirPatrol Shareholder Seller Member 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 Member Representative and any of its his affiliates, for any action or inaction taken or not taken by the Member 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 Annual Cash Payments and/or the Earnout Payments be paid withheld by Acquiror to the Escrow Agent and disbursed by the Escrow Agent Buyer in accordance with the Escrow AgreementArticle VI hereto.