Common use of Enforcement; Specific Performance Clause in Contracts

Enforcement; Specific Performance. Each of ------------ --------------------------------- the Shareholders and the Company expressly acknowledge that it would be extremely difficult to measure the damages that might result from any breach of the obligations of the parties hereunder, and that any breach of such obligations by one party would result in irreparable injury to the nonbreaching party for which money damages could not adequately compensate. If, therefore, a Shareholder, a present director or the Company shall breach any of his, her or its obligations hereunder, then the nonbreaching party or parties shall be entitled, in addition to all other rights and remedies that he, she or it may have at law or in equity, to have an injunction issued by any competent court enjoining and restraining such breaching party and all other persons involved therein from continuing such breach. If any of the obligations of a Shareholder, a present director or the Company hereunder, or any part thereof, or the application thereof, shall be construed to be invalid, illegal or unenforceable, then the other obligations of such Shareholder, present director or the Company hereunder, or the other portion thereof, or the application thereof, shall not be affected thereby and shall be enforceable without regard thereto. If any of the obligations of a Shareholder, a present director or the Company hereunder shall be determined to be unenforceable because of its scope, duration or other factor, then the court making such determination shall have the power to reduce or limit such scope, duration or other factor, and such obligation shall then be enforceable against such Shareholder, present director or the Company in its reduced or limited form.

Enforcement; Specific Performance. Each of ------------ --------------------------------- the Shareholders and (a) The Parties agree that irreparable damage would occur if the Company expressly acknowledge that it would be extremely difficult fails to measure consummate the damages that might result from any breach transactions contemplated by this Agreement in accordance with the terms of the obligations of the parties hereunderthis Agreement, and that any breach of such obligations by one party would result in irreparable injury to the nonbreaching party for which money damages could not adequately compensate. If, therefore, a Shareholder, a present director or the Company shall breach any of his, her or its obligations hereunder, then the nonbreaching party or parties Merger Sub shall be entitledentitled to specific performance in such event, in addition to all any other rights and remedies that he, she or it may have remedy at law or in equity. (b) The Parties agrees that, in the event of any breach or threatened breach by the Company of any covenant or obligation contained in this Agreement, Merger Sub shall be entitled to have seek and obtain (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (ii) an injunction issued by any competent court enjoining and restraining such breaching party and all other persons involved therein from continuing such breach or threatened breach. If any of the obligations of a Shareholder, a present director or In circumstances where the Company hereunderis obligated to consummate the transactions contemplated by this Agreement and such transactions have not been consummated, or any part thereofthe Parties expressly acknowledge and agree that Merger Sub and its shareholders shall have suffered irreparable harm, or the application thereofthat monetary damages will be inadequate to compensate Merger Sub and its shareholders, and that Merger Sub, on behalf of itself and its shareholders, shall be construed entitled to enforce specifically the Company’s obligation to consummate such transactions. (c) The Parties further agree that no other Party or any other Person shall be invalidrequired to obtain, illegal furnish or unenforceablepost any bond or similar instrument in connection with or as a condition to obtaining any remedy expressly available pursuant to this Section 11.16, then and each Party irrevocably waives any right it may have to require the other obligations obtaining, furnishing or posting of any such Shareholderbond or similar instrument in connection with or as a condition to obtaining any remedy expressly available pursuant to this Section 11.16. (d) Notwithstanding anything to the contrary in this Agreement, present director or the Parties agree that, before the Closing, the Company hereunder, or the other portion thereof, or the application thereof, shall not be affected thereby entitled to an injunction or injunctions to prevent breaches of this Agreement by Merger Sub or to enforce specifically the terms and shall be enforceable without regard thereto. If any provisions of the obligations of a Shareholder, a present director or the Company hereunder shall be determined to be unenforceable because of its scope, duration or other factor, then the court making such determination shall have the power to reduce or limit such scope, duration or other factor, and such obligation shall then be enforceable against such Shareholder, present director or the Company in its reduced or limited formthis Agreement.