Cap on Holder Monetary Remedies (Specific Performance or Damages) Sample Clauses

Cap on Holder Monetary Remedies (Specific Performance or Damages). In the event that the Holder or the Company has not complied with its obligations hereunder, then the Company or the Holder, as applicable, shall be entitled to all remedies available at law or at equity (including specific performance in accordance with Section 7.2(d) of the Purchase Agreement, which is incorporated herein by reference as applicable to the Company and the Holder). The parties agree that irreparable damage would occur in the event that one party (or any of its Affiliates) does not perform the provisions of this Agreement (including, with respect to the Company, the obligation to issue Eligible Shares). Accordingly, the parties agree that each party shall have a right to elect, at the claiming party’s sole discretion, the remedy of an injunction, specific performance or other equitable relief, to specifically enforce the terms hereof (including, with respect to the Company, the obligation to issue Eligible Shares) and in connection therewith, each party waives (a) any defense that a remedy for such injunction, specific performance or other equitable relief is inappropriate or inadequate, (b) any requirement to post security as a prerequisite to relief, and (c) any right to object to the relief on such basis; provided that, the parties hereby agree that except in the case of intentional fraud or willful misconduct, the aggregate monetary payments (including payments in connection with specific performance, and expenses or fees of the Company borne by the Holder or its Affiliates in connection with any action brought by the Company or its Affiliates) payable either to the Company by the Holder and its Affiliates or to the Holder or its Affiliates by the Company under this Agreement shall not exceed singularly or collectively the Commitment Amount less the aggregate Per-Share Purchase Price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization) actually received by the Company from the Holder or any Affiliate of the Holder pursuant to this Agreement and measured at a single point in time as of the date of an alleged breach and without duplication; provided, further, that no such monetary cap shall prejudice any remedy for injunction, specific performance or other equitable relief. For the avoidance of doubt, notwithstanding anything in this Section 4 or otherwise in this Agreement to the contrary, nothing in this Agreement shall limit any remedies payable to any party ...