Common use of Enforcement Clause in Contracts

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 8 contracts

Samples: Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (BGC Partners, Inc.)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even would occur if available, would any provision of this Agreement were not be performed in accordance with its specific terms or were otherwise breached and that the Parties may not have an adequate remedy, would occur remedy at Law in the event that any of the Parties do not perform the provisions obligations of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified specific terms or otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law Law or in equity , including monetary damages. Each of the Parties agrees that it will not oppose the granting of an injunction, hereby further waives (i) any defense in any action for specific performance and other equitable relief on the basis that any other party has an adequate a remedy at law or that any Law would be adequate, (ii) an award of specific performance is not an appropriate remedy for any reason at law Law or in equity . Any Party seeking an injunction , and (iii) any requirement under any Law to post security or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any a bond or other security in connection with any such Order or injunction similar undertaking as a prerequisite to obtaining equitable relief.

Appears in 8 contracts

Samples: Exchange and Termination Agreement (Neff Corp), Exchange and Termination Agreement (Neff Corp), Exchange and Termination Agreement (United Rentals North America Inc)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, this being in addition to any other remedy to which such Party is entitled at law or in equity. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be required adequate and (b) any requirement under any law to provide any bond or other post security in connection with any such Order or injunction. as a prerequisite to obtaining equitable relief.[Signature Page Follows]

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Park Sterling Corp), Agreement and Plan of Merger (Park Sterling Corp), Agreement and Plan of Merger (BNC Bancorp)

Enforcement. The Parties parties acknowledge and agree that irreparable damage for which monetary damages, even if available, harm would occur and that the parties would not be an have any adequate remedy, would occur in the event that the Parties do not perform remedy at law (a) for any actual or threatened breach of the provisions of this Agreement or ( including failing to take such actions as b) in the event that any of the provisions of this Agreement are required of it hereunder to consummate the transactions contemplated by this Agreement) not performed in accordance with its specified terms or otherwise breach such provisions their specific terms. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to seek an injunction injunction or injunctions, specific performance and or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent threatened breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement Agreement. Each of the parties hereby agrees (i) that it shall not be required to provide oppose the granting of such relief by reason of there being an adequate remedy at law, (ii) that it hereby irrevocably waives any requirement for the security or posting of any bond or other security in connection with such relief and (iii) that such relief may be granted without the requirement that the party seeking such relief offer proof of actual damages. The parties further agree that, by seeking the remedies provided for in this Section 19, a party shall not in any such Order respect waive its right to seek any other form of relief, at law or injunction in equity, that may be available to a party under this Agreement, including monetary damages in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 19 are not available or otherwise are not granted.

Appears in 8 contracts

Samples: Voting Agreement (J. Alexander's Holdings, Inc.), Voting Agreement (J. Alexander's Holdings, Inc.), Voting Agreement (Janszen Timothy)

Enforcement. The Parties agree Each of the parties acknowledges and agrees that irreparable damage for which would occur and no adequate remedy at law would exist in the event that any of the provisions of this Agreement were not performed by any of the parties in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy remedy therefor. Accordingly, would occur in the event that of any breach or threatened breach by any of the Parties do not perform the provisions parties of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by their respective covenants or obligations contained in this Agreement ) in accordance with its specified terms or otherwise breach such provisions. Accordingly , the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) other parties shall be entitled to an injunction obtain, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy): (a) a decree or order of specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms observance and provisions hereof, performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened breach; this being in addition to any other remedy to which they are each party is entitled at law or in equity. Each of the Parties parties further agrees not to assert that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate a remedy at law or that any award of specific performance is not unenforceable, invalid, contrary to Legal Requirements or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an appropriate adequate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction breach.

Appears in 6 contracts

Samples: Tender and Support Agreement (Maxim Integrated Products Inc), Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (Maxim Integrated Products Inc)

Enforcement. The Parties agree Each party acknowledges and agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of any breach of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement ) in accordance with its specified terms or otherwise breach such provisions. Accordingly , the Parties acknowledge other party would be irreparably and agree that immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that, with respect to any such breach, (a) the Parties (on behalf of themselves and the third non- breaching party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof entitled, in addition to any other remedy to which they are it may be entitled at law or in equity . Each of the Parties agrees that it will not oppose the granting of an injunction , to compel specific performance of this Agreement in any action as well as such damages as may be appropriate and other equitable relief on (b) the basis that breaching party will waive, in any other party has an adequate action for specific performance, the defense of adequacy of a remedy at law and any requirement for the securing or that any award posting of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction action.

Appears in 6 contracts

Samples: Right of First Offer Agreement (Investcorp S.A.), Support and Voting Agreement (Investcorp S.A.), Right of First Offer Agreement (Investcorp S.A.)

Enforcement. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any without posting a bond or undertaking, this being in addition to any other security remedy to which they are entitled at law or in connection with any such Order or injunction equity.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (KI NutriCare, Inc.), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Vital Images Inc)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that, in the event of any breach such provisions. Accordingly or threatened breach by any other party of any covenant or obligation contained in this Agreement, the Parties acknowledge non-breach party shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and agree that the Parties obtain (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b Agreement) ( Third Party Beneficiaries) a) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law a decree or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award order of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms observance and provisions performance of this Agreement such covenant or obligation, and (b) an Injunction, restraining such breach or threatened breach. No party or any other person shall not be required to provide obtain, furnish or post any bond or other security similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 2.11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such Order bond or injunction similar instrument.

Appears in 6 contracts

Samples: Warrant Cancellation Agreement (Nightingale Onshore Holdings L.P.), Warrant Cancellation Agreement (Revlon Inc /De/), Warrant Cancellation Agreement (Elizabeth Arden Inc)

Enforcement. The Parties parties hereto agree that irreparable damage for which monetary damages would occur, even if available, and that the parties would not be an have any adequate remedy remedy at law, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement shall not be required Agreement, without proof of actual damages or otherwise, in addition to provide any other remedy to which any party is entitled at law or in equity. Each party agrees to waive any requirement for the securing or posting of any bond or other security in connection with such remedy. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any such Order or injunction reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

Appears in 6 contracts

Samples: Membership Unit Purchase Agreement (DecisionPoint Systems, Inc.), Share Purchase Agreement (Ga Holdings LLC), Form of Registration Rights Agreement (Gas Ships LTD)

Enforcement. The Both Parties agree that irreparable damage for which monetary damages, even if available, it would not be an adequate remedy, would occur impossible or inadequate to measure and calculate the other Party’s damages from any breach of the covenants set forth in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement ) in accordance with its specified terms or otherwise breach such provisions . Accordingly, the Parties acknowledge and agree Disclosing Party agrees that if the Parties (on behalf Recipient breaches any of themselves and such covenants, the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Disclosing Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof will have available, in addition to any other right or remedy available, the right to which they are entitled at law obtain an injunction from a court of competent jurisdiction restraining such breach or in equity threatened breach and to specific performance of any such provision of this Agreement. Each of the Both Parties further agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any no bond or other security shall be required in connection with any obtaining such Order or injunction equitable relief and each Party hereby consents to the issuance of such injunction and to the ordering of specific performance.

Appears in 5 contracts

Samples: Development and License Agreement (Neose Technologies Inc), Development and License Agreement (Neose Technologies Inc), Development and License Agreement (Neose Technologies Inc)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that, in the event of any breach such provisions. Accordingly or threatened breach by any other party of any covenant or obligation contained in this Agreement, the Parties acknowledge non-breach party shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and agree that the Parties obtain (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b Agreement) ( Third Party Beneficiaries) a) shall be entitled a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to restraining such breach or threatened breach. No party or any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement person shall not be required to provide obtain, furnish or post any bond or other security similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 2.11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such Order bond or injunction similar instrument.

Appears in 5 contracts

Samples: Support Agreement (Nightingale Onshore Holdings L.P.), Voting Agreement (Spark Networks Inc), Support Agreement (Revlon Inc /De/)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be required adequate and (b) any requirement under any law to provide any bond or other post security in connection with any such Order or injunction as a prerequisite to obtaining equitable relief.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Hancock Holding Co), Asset Purchase Agreement (Marvell Technology Group LTD), Stock Purchase Agreement (Oragenics Inc)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties hereto shall be entitled to an injunction, specific performance and other equitable relief injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and or other equitable relief on the basis that any the party seeking such injunction, specific performance or other party equitable relief has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking In the event that any party seeks an injunction or injunctions to prevent breaches of this Agreement and or to enforce specifically the terms and provisions of this Agreement Agreement, such party shall not be required to provide any bond or other security in connection with any such Order injunction or injunction other order, decree, ruling or judgment.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Force Protection Inc), Agreement and Plan of Merger (Gtsi Corp), Stockholder Support Agreement (Paradigm Holdings, Inc)

Enforcement. The Parties parties hereto agree that irreparable damage for which monetary damages, even if available, would may not be an adequate remedy, would occur in the event that the Parties parties hereto do not perform the provisions of this Agreement (including failing the Stockholder’s obligations to take such actions vote its Covered Shares as are required of it hereunder to consummate the transactions contemplated by provided in this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties hereto acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without any requirement for the posting of security, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that any other (x) either party has an adequate remedy at law or that any (y) an award of specific performance is not an appropriate remedy for any reason at law or in equity . Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction .

Appears in 5 contracts

Samples: Support Agreement (Vivint Solar, Inc.), Support Agreement (Vivint Solar, Inc.), Support Agreement (Sunrun Inc.)

Enforcement. The Parties parties to this Agreement agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate be performed by Harbinger, Pinnacle or the transactions contemplated by this Agreement) Company were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, It is accordingly agreed that each of the Parties acknowledge Company and agree that the Parties (on behalf of themselves and the third each non- party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) breaching shareholder shall be entitled to an injunction, specific performance and injunction or injunctions or such other equitable relief as may be deemed proper by a court of competent jurisdiction to prevent breaches of this Agreement and by any shareholder party or the Company to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement applicable to any such shareholder or the Company, this being in addition to any other remedy or relief to which each such party is entitled under Applicable Law or in equity, and that neither any shareholder or the Company shall not be required to provide any bond resist an application for such injunction, injunctions, or other security equitable relief on the ground that the Company or any other shareholder has an adequate remedy under Applicable Law. In the event that the Company, Harbinger or Pinnacle shall file suit to enforce the covenants contained in connection with this Agreement (or obtain any other remedy in respect of any breach thereof), the prevailing party in the suit shall be entitled to recover, in addition to all other damages to which it may be entitled, the costs incurred by such Order or injunction party in conducting the suit, including reasonable attorney’s fees and expenses.

Appears in 5 contracts

Samples: Amended and Restated Shareholders Agreement (Pinnacle Entertainment Inc.), Amended and Restated Shareholders Agreement (Pinnacle Entertainment Inc.), Amended and Restated Shareholders Agreement (Pinnacle Entertainment Inc.)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b 9.4(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order order or injunction.

Appears in 4 contracts

Samples: Purchase Agreement (Cme Group Inc.), Purchase Agreement (Jersey Partners Inc.), Purchase Agreement (Jersey Partners Inc.)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order order or injunction.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Cme Group Inc.), Agreement and Plan of Merger (Jersey Partners Inc.), Agreement and Plan of Merger (Jersey Partners Inc.)

Enforcement. The Parties agree that irreparable damage injury, for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms on a timely basis or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and injunction or other equitable relief to prevent breaches relief, without the necessity of this Agreement and to enforce specifically the terms and provisions hereof proving actual monetary loss or posting any bond or other security, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required in any court identified in Section 9.9, this being in addition to provide any bond other remedy to which they are entitled at law or other security in connection with any such Order or injunction equity.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Summit Financial Group Inc), Agreement and Plan of Merger (Summit Financial Group Inc), Agreement and Plan of Merger (Summit Financial Group Inc)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties acknowledge and agree that (a) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, including the Shareholder’s obligations to vote its Covered Shares as provided in this Agreement, without proof of damages, prior to the valid termination of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law Law or that any an award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 18 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 4 contracts

Samples: Support Agreement (Collective Growth Corp), Form of Support Agreement (Software Acquisition Group Inc. II), Support Agreement (Otonomo Technologies Ltd.)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breached and that any breach such provisions of this Agreement could not be adequately compensated in all cases by monetary damages alone. Accordingly, the Parties The parties acknowledge and agree that that, prior to the Parties (on behalf of themselves and the third-party beneficiaries valid termination of this Agreement provided in pursuant to Section 8.5(b) (Third Party Beneficiaries)) 10.01, the parties shall be entitled to obtain an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof hereof in any court as specified in Section 12.10, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has an adequate remedy at law Law or that any award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any No Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order order or injunction.

Appears in 4 contracts

Samples: Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.), Acquisition Agreement (Energizer Holdings, Inc.)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity. Each party hereby waives (i) any defense in any action for specific performance that a remedy at Law would be required adequate, and (ii) any requirement under any law to provide any bond or other post security in connection with any such Order or injunction as a prerequisite to obtaining equitable relief.

Appears in 4 contracts

Samples: Support Agreement (Liu Tianwen), Contribution Agreement (Li Qiang), Contribution Agreement (Fosun Industrial Co., LTD)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are each party is entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, parties further hereby waives (a) any defense in any action for specific performance and other equitable relief on the basis that any other party has an adequate a remedy at law or that would be adequate and (b) any award of specific performance is not an appropriate remedy for requirement under any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and post security as a prerequisite to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction obtaining equitable relief.

Appears in 4 contracts

Samples: Registration Rights Agreement (Ares Management LLC), Registration Rights Agreement (Halcon Resources Corp), Registration Rights Agreement (Halcon Resources Corp)

Enforcement. The Parties acknowledge and agree that irreparable damage for which would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached, and that monetary damages, even if available, would not be an adequate remedy, would occur in the event remedy therefor. It is accordingly agreed that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof in any court referred to in Section 6.12, without proof of this Agreement shall not be required to provide actual damages (and each Party hereby waives any requirement for the securing or posting of any bond or other security in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for such Order or injunction. breach. [

Appears in 3 contracts

Samples: Stockholders Agreement (Allergan PLC), Form of Stockholders Agreement (Teva Pharmaceutical Industries LTD), Form of Stockholders Agreement (Allergan PLC)

Enforcement. The Parties acknowledge and agree that irreparable damage for which would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached, and that monetary damages, even if available, would not be an adequate remedy, would occur in the event remedy therefor. It is accordingly agreed that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall will be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof in any court referred to in Section 10.08, without proof of this Agreement shall not be required to provide actual damages (and each Party hereby waives any requirement for the securing or posting of any bond or other security in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for such Order or injunction breach.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Symetra Financial CORP), Agreement and Plan of Merger (Protective Life Corp), Agreement and Plan of Merger (Protective Life Corp)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b 9.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order order or injunction . . * * * * *

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Jersey Partners Inc.), Agreement and Plan of Merger (Cme Group Inc.), Agreement and Plan of Merger (Jersey Partners Inc.)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order order or injunction . . * * * * *

Appears in 3 contracts

Samples: Support Agreement (Jersey Partners Inc.), Support Agreement (Jersey Partners Inc.), Agreement and Plan of Merger (BGC Partners, Inc.)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, seek specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, this being in addition to any other remedy to which such Party is entitled at law or in equity. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be required adequate and (b) any requirement under any Law to provide any bond or other post security in connection with any such Order or injunction as a prerequisite to obtaining equitable relief.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Carolina Financial Corp), Agreement and Plan of Merger (Carolina Financial Corp), Agreement and Plan of Merger (United Bankshares Inc/Wv)

Enforcement. The Parties agree that irreparable damage for which monetary damages would occur, even if available, and that the Parties would not be an have any adequate remedy remedy at Law, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement shall not be required Agreement, without proof of actual damages or otherwise, in addition to provide any other remedy to which any party hereto is entitled at Law or in equity. Each party hereto agrees to waive any requirement for the securing or posting of any bond or other security in connection with such remedy. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any such Order or injunction reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

Appears in 3 contracts

Samples: Employee Matters Agreement (Cogint, Inc.), Employee Matters Agreement (Red Violet, Inc.), Employee Matters Agreement (Cogint, Inc.)

Enforcement. The Parties agree that irreparable damage damage, for which monetary damages, even if available, damages would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached by the Parties. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction injunction or injunctions, or any other appropriate form of specific performance and other or equitable relief relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof hereof in any court of competent jurisdiction, in each case in accordance with this Section 8.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. Each Party accordingly agrees not to raise any objections to the availability of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement, all in accordance with the terms of this Agreement and to enforce specifically the terms and provisions of this Agreement Section 8.11. Each Party further agrees that no other Party or any other Person shall not be required to provide obtain, furnish or post any bond or other security similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.11, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such Order bond or injunction similar instrument.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Herman Miller Inc), Stock Purchase Agreement (Knoll Inc), Stock Purchase Agreement (Global Furniture Holdings S.a r.l)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties acknowledge and agree that (a) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 10.01, this being in addition to any other remedy to which they are entitled at law or in equity under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law Law or that any an award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 11.13 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Desktop Metal, Inc.), Agreement and Plan of Merger (Spring Valley Acquisition Corp.), Agreement and Plan of Merger (Trine Acquisition Corp.)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would occur and that Parent would not be an have any adequate remedy, would occur remedy at law in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) Parent shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. Any and all remedies herein expressly conferred upon Parent will be deemed cumulative with and not be required to provide exclusive of any bond other remedy conferred hereby, or by Law or equity upon Parent, and the exercise by Parent of any one remedy will not preclude the exercise of any other security in connection with any such Order or injunction remedy.

Appears in 3 contracts

Samples: Voting and Support Agreement (Knoll Inc), Voting and Support Agreement (Global Furniture Holdings S.a r.l), Voting and Support Agreement (Herman Miller Inc)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would occur and that the parties would not be an have any adequate remedy, would occur remedy at law in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached, except as expressly provided in the following sentence. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof of this Agreement in the Delaware Courts and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity equity (subject to the limitations set forth in this Agreement). Each The parties hereto further agree that (i) by seeking the remedies provided for in this Section 10.10, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 10.10 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 10.10 shall not be required require any party hereto to provide institute any bond Proceeding for (or other security in connection with limit any party’s right to institute any Proceeding for) specific performance under this Section 10.10 prior or as a condition to exercising any termination right under Article 9 (and pursuing damages after such Order or injunction termination).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Arqule Inc), Agreement and Plan of Merger (Audentes Therapeutics, Inc.), Agreement and Plan of Merger (Ocata Therapeutics, Inc.)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement ( including failing to take such actions as are required including, but not limited to, the provisions of it hereunder to consummate the transactions contemplated by Section 2 of this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable injunctive relief to prevent breaches any threatened breach of this Agreement Agreement. The parties hereto expressly agree that in any action arising from of any breach of this Agreement, the harmed party shall first seek specific performance and injunctive relief to enforce specifically prevent such breach; provided, however, that in the terms and provisions hereof event no specific performance or injunctive relief is available or if such specific performance or injunctive relief is insufficient to remedy such breach, in addition to then the harmed party may seek any other remedy to which they are it is entitled at law or in equity . Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction .

Appears in 3 contracts

Samples: Voting and Support Agreement (Hoshizaki America, Inc.), Lancer Corp /Tx/, Lancer Corp /Tx/

Enforcement. The Parties parties agree that irreparable damage for which would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy remedy therefor. It is accordingly agreed that, would occur in prior to the event that the Parties do not perform the provisions termination of this Agreement (including failing pursuant to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly Article X, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide Agreement, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond or other security in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such Order or injunction breach.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Brookfield Renewable Partners L.P.), TerraForm Power, Inc., TerraForm Power, Inc.

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity. Each party hereby waives (i) any defense in any action for specific performance that a remedy at law would be required adequate, and (ii) any requirement under any Law to provide any bond or other post security in connection with any such Order or injunction as a prerequisite to obtaining equitable relief.

Appears in 3 contracts

Samples: Rollover Agreement (Tigerwind Group LTD), Rollover Agreement (Benefit Overseas LTD), Benefit Overseas LTD

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required Agreement, this being in addition to provide any other remedy to which they are entitled at law or in equity. Any requirements for the securing or posting of any bond or other security in connection with such remedy are waived. Each of the parties hereby irrevocably waives, and agrees not to assert or attempt to assert, by way of motion or other request for leave from the court, as a defense, counterclaim or otherwise, in any such Order Proceeding involving a Covered Claim, any claim or injunction argument that there is an adequate remedy at law or that an award of specific performance is not otherwise an available or appropriate remedy.

Appears in 3 contracts

Samples: Subscription Agreement (Intrexon Corp), Stock and Asset Purchase Agreement (Intrexon Corp), Stock Purchase Agreement (Intrexon Corp)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly It is accordingly agreed that, prior to the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries valid termination of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) pursuant to Article VII, the parties hereto shall be entitled to an injunction, specific performance and other equitable relief injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and or other equitable relief on the basis that any the party seeking such injunction, specific performance or other party equitable relief has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking In the event that any party seeks an injunction or injunctions to prevent breaches of this Agreement and or to enforce specifically the terms and provisions of this Agreement Agreement, such party shall not be required to provide any bond or other security in connection with any such Order injunction or injunction. other order, decree, ruling or judgment‎.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (InsPro Technologies Corp), Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Majesco)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform the material provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties parties acknowledge and agree that the Parties (on behalf of themselves and the third- each party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof hereof in the courts described in Section 18, this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, parties hereby further waives (a) any defense in any action for specific performance and other equitable relief on the basis that any other party has an adequate a remedy at law or that would be adequate and (b) any award of specific performance is not an appropriate remedy for requirement under any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and post security as a prerequisite to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction obtaining equitable relief.

Appears in 3 contracts

Samples: Voting and Support Agreement (Paramount Gold Nevada Corp.), Voting and Support Agreement (Paramount Gold Nevada Corp.), Voting and Support Agreement (Paramount Gold Nevada Corp.)

Enforcement. The Parties parties agree that irreparable damage damage, for which monetary damages, damages (even if available , ) would not be an adequate remedy, would occur in if the event that the Parties parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of it them hereunder to consummate the transactions contemplated by this Agreement hereby) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties parties agrees that it will shall not oppose the granting of an injunction, specific performance and or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or in equity. Any Party seeking Either party entitled to (i) an injunction or injunctions to prevent breaches of this Agreement and to Agreement, (ii) enforce specifically the terms and provisions of this Agreement or (iii) other equitable relief, in each case, shall not be required to show proof of actual damages or to provide any bond or other security in connection with any such Order or injunction remedy.

Appears in 3 contracts

Samples: Voting and Support Agreement (Portman Ridge Finance Corp), Voting and Support Agreement (Portman Ridge Finance Corp), Form of Voting and Support Agreement (KCAP Financial, Inc.)

Enforcement. The Parties parties agree that money damages would be both incalculable and an insufficient remedy and that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform if any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly It is accordingly agreed that, subject to the discretion of the Chosen Courts, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and injunction or other equitable relief to prevent breaches or violations of this Agreement and to enforce specifically the terms and provisions hereof of this Agreement in any Chosen Court, this being in addition to any other remedy to which they are entitled at law or in equity. Each Moreover, and in recognition of the Parties agrees that it will not oppose foregoing, each of the granting of an injunction, parties hereby waives (a) any defense in any action for specific performance and other equitable relief on the basis of this Agreement that any other party has an adequate a remedy at law or that would be adequate and (b) any award of specific performance is not an appropriate remedy requirement under any law for any reason at law or in equity. Any Party seeking an injunction or injunctions party to prevent breaches of this Agreement and post security as a prerequisite to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction obtaining equitable relief.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Markel Corp), Agreement and Plan of Merger (ALTERRA CAPITAL HOLDINGS LTD), Transaction Agreement (Atlantic Tele Network Inc /De)

Enforcement. The Parties parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder in accordance with their specific terms, including its failure to take all required actions on its part necessary to consummate the Merger and the other transactions contemplated hereby, will cause irreparable damage injury to the other parties for which monetary damages, even if available, would will not be an adequate remedy , would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions . Accordingly, each party hereby consents (i) to the Parties acknowledge issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party’s obligations and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement Agreement; and (ii) to enforce specifically the terms and provisions hereof granting by any court of competent jurisdiction of the remedy of specific performance of its obligations hereunder, this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each of Unless otherwise expressly stated in this Agreement, no right or remedy described or provided in this Agreement or otherwise conferred upon or reserved to any party is intended to be exclusive or to preclude a party from pursuing other rights and remedies to the Parties agrees that it will not oppose the granting of an injunction extent available under this Agreement, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity , and the same will be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as such party may deem expedient. Any Party seeking an injunction or injunctions If any party to prevent breaches of this Agreement seeks to enforce its rights under this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond attorneys’ fees or other security costs are incurred to secure performance of any obligations hereunder, or to establish damages for the breach thereof or to obtain any other appropriate relief, or to defend against any of the foregoing actions, the prevailing party will be entitled to recover all costs and expenses incurred in connection with any such Order or injunction therewith, including without limitation all reasonable attorneys’ fees.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.), Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.), Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.)

Enforcement. The Parties parties hereto agree that irreparable damage for which would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy remedy therefor. It is accordingly agreed that, would occur in prior to the event that the Parties do not perform the provisions termination of this Agreement (including failing pursuant to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly Section 4, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide Agreement, without proof of actual damages (and each party hereto hereby waives any requirement for the securing or posting of any bond or other security in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties hereto further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such Order or injunction breach.

Appears in 3 contracts

Samples: TerraForm Power, Inc., Brookfield Renewable Partners L.P., TerraForm Power, Inc.

Enforcement. The Parties parties hereto agree that irreparable damage for which monetary damages would occur, even if available, and that the parties would not be an have any adequate remedy remedy at law, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any party is entitled at law or in equity. Each party agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. To the extent any party hereto brings an action, suit or proceeding to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to enforce specifically any provision that expressly survives termination of this Agreement), the Termination Date shall not automatically be required extended to provide any bond (i) the twentieth (20th) Business Day following the resolution of such action, suit or proceeding or (ii) such other security in connection with any time period established by the court presiding over such Order action, suit or injunction proceeding.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Rockwell Collins Inc), Agreement and Plan of Merger (Chart Industries Inc), Agreement and Plan of Merger (Aramark)

Enforcement. (a) The Parties parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties acknowledge and agree that (i) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of Damages or inadequacy of any remedy at law, prior to the valid termination of this Agreement in accordance with Section 5, this being in addition to any other remedy to which they are entitled at law or in equity. Each under this Agreement and (ii) the right of specific enforcement is an integral part of the Parties transactions contemplated by this Agreement and without that right, the parties would not have entered into this Agreement.(b) Each party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law Law or that any an award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 10.4 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Company Support and Mutual Release Agreement (Monocle Acquisition Corp), Company Support and Mutual Release Agreement (Monocle Acquisition Corp)

Enforcement. The Parties agree Each Party agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, Each Party acknowledges and agrees that (a) the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 10.1, in addition to any other remedy to which they are entitled at law or in equity. Each under this Agreement, and (b) the right of specific performance is an integral part of the transactions contemplated by this Agreement and without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has Parties have an adequate remedy at law Law or that any an award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any Each Party acknowledges and agrees that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 12.14 shall not be required to provide any bond or other security in connection with any such Order injunction. For the avoidance of doubt, while the Company may pursue both a grant of specific performance in accordance with this Section 12.14 and concurrently pursue the payment of any damages under Section 10.2, under no circumstances shall the Company be permitted or injunction entitled to receive both (A) a grant of specific performance that results in a Closing (and the payment of any fees, costs and expenses (including legal fees) incurred by or on behalf of the Company or any of the Company Subsidiaries or Affiliates in connection with the Company’s pursuance of such grant of specific performance, which Acquiror shall pay or cause to be paid to the Company (such payment shall be deemed to have been made prior to 11:59 p.m. Illinois time on the day immediately preceding the Closing Date) if the Company is actually granted specific performance in accordance with this Section 12.14) and (B) damages under Section 10.2.

Appears in 2 contracts

Samples: Share Purchase Agreement (Sonoco Products Co), Stock Purchase Agreement (Sonoco Products Co)

Enforcement. The Parties agree Each Party hereby acknowledges and agrees that the provisions of this Agreement are of a special and unique nature, the loss of which cannot be accurately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions of this Agreement by such Party would cause the other Party hereto irreparable damage for which monetary damages, even if available, harm and that money damages would not be an adequate remedy, would occur in the event that the Parties do not perform remedy for any breach or threatened breach of the provisions of this Agreement (including failing to take by such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions Party. Accordingly Therefore, the Parties acknowledge and agree each Party hereby agrees that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third other Party Beneficiaries)) hereof shall be entitled to equitable relief, including, without limitation, an injunction injunction or injunctions (without the requirement of posting a bond, specific performance and other equitable relief security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Agreement by such Party and to specifically enforce specifically the terms and provisions hereof of this Agreement, this being in addition to any other remedy to which they are such other Party is or may be entitled at law or in equity . Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction .

Appears in 2 contracts

Samples: Scan Optics Inc, Scan Optics Inc

Enforcement. The Parties agree Each party acknowledges and agrees that irreparable damage for which harm would occur in the event that any of the provisions of this Agreement were not performed by either party in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy remedy therefor. Accordingly, would occur in the event that the Parties do not perform the provisions of any breach or threatened breach by either party of any provision of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement ) in accordance with its specified terms or otherwise breach such provisions. Accordingly , the Parties acknowledge and agree that the Parties (on behalf of themselves and the third- other party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction to, without proof of actual damages (and the breaching party hereby waives any requirement for the securing or posting of any bond in connection with such remedy): (a) a decree or order of specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms observance and provisions hereof, performance of such provision; and (b) an injunction restraining such breach or threatened breach. The foregoing will be in addition to any other remedy to which they are such party is entitled at law or in equity. Each of Without limiting the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Section 7.3(f), the availability of Expenses pursuant to Section 7.3(a), the Termination Fee pursuant to Sections 7.3(b), 7.3(c) or 7.3(d) and the Regulatory Fee pursuant to Section 7.3(e) shall not be required to provide any bond a basis for denying specific performance or other security in connection with any such Order or injunction an injunction contemplated by this Section 8.12.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Altera Corp), Agreement and Plan of Merger (Intel Corp)

Enforcement. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law or that any an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 19 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BRAC Lending Group LLC), Agreement and Plan of Merger (Big Rock Partners Sponsor, LLC)

Enforcement. The Parties acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do any Party does not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified their specific terms or otherwise breach or threaten to breach any such provisions. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of terms and provisions hereof of this Agreement, without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each The Parties further agree not to assert that a remedy of the Parties agrees specific enforcement is unenforceable, invalid, contrary to Law or inequitable or not appropriate for any reason, nor to assert that it will not oppose the granting a remedy of an injunction, specific performance and other equitable relief on the basis that any other party has monetary damages would provide an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction breach.

Appears in 2 contracts

Samples: Voting Agreement (40 North Management LLC), Voting Agreement (W R Grace & Co)

Enforcement. The Parties acknowledge and agree that irreparable damage for which would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached, and that monetary damages, even if available, would not be an adequate remedy, would occur in the event remedy therefor. It is accordingly agreed that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof in any court referred to in Section 6.12, without proof of this Agreement shall not be required to provide actual damages (and each Party hereby waives any requirement for the securing or posting of any bond or other security in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity. The Parties further agree not to assert that a Exhibit remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for such Order or injunction breach.

Appears in 2 contracts

Samples: Stockholders Agreement (Circor International Inc), Stockholders Agreement (Colfax CORP)

Enforcement. The Parties acknowledge and agree that irreparable damage for which would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached, and that monetary damages, even if available, would not be an adequate remedy, would occur in the event remedy therefor. It is accordingly agreed that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof in any court referred to in Section 7.12, without proof of this Agreement shall not be required to provide actual damages (and each Party hereby waives any requirement for the securing or posting of any bond or other security in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for such Order or injunction breach. [Signature pages follow. ]

Appears in 2 contracts

Samples: Shareholder Agreement (Mylan N.V.), Shareholder Agreement (Mylan N.V.)

Enforcement. The Parties acknowledge and agree that irreparable damage for which would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached, and that monetary damages, even if available, would not be an adequate remedy, would occur in the event remedy therefor. It is accordingly agreed that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof in any court referred to in Section 6.11, without proof of this Agreement shall not be required to provide actual damages (and each Party hereby waives any requirement for the securing or posting of any bond or other security in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity. The Parties further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for such Order or injunction breach.

Appears in 2 contracts

Samples: Governance Agreement (Cinven Capital Management (V) General Partner LTD), Governance Agreement (Concordia Healthcare Corp.)

Enforcement. The Parties agree that irreparable damage a final judgment in any such Proceeding, whether it be for which monetary damages, even if available injunctive or equitable relief or specific performance, would not will be an adequate remedy conclusive and may be enforced by the court referred to in Section 10.8 as well as in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided that nothing in the foregoing will restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. The Parties acknowledge and agree that irreparable damage would occur in the event that any provision of this Agreement, including the Parties do not perform the exclusive dispute resolution provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) Section 10.8, was not performed in accordance with its specified specific terms or was otherwise breach breached, and that monetary damages may be available for such provisions breach, but that such damages would not be an adequate remedy therefor. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall will be entitled to an injunction, specific performance and other equitable relief injunction or injunctions to prevent breaches of this Agreement Agreement, including the exclusive dispute resolution provisions of Section 10.8, and to enforce specifically the performance of the terms and provisions hereof hereof in any court referred to in Section 10.8, with or without proof of actual damages. Each Party hereby waives any requirement for the securing or posting of any bond or other undertaking in addition connection with such remedy, and reserves its right to seek any other remedy to which they are entitled at law Law or in equity. Each of the The Parties agrees further agree not to assert that it will not oppose the granting of equitable or injunctive relief or an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award order of specific performance enforcement is not an appropriate remedy unenforceable, invalid, contrary to Law or inequitable for any reason at law or in equity. Any reason, and each Party seeking an injunction or injunctions further undertakes to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection comply with any such Order orders issued by the court referred to in Section 10.8, and not to assert in any other jurisdiction that such orders are not entitled to recognition and enforcement in the State of Delaware or injunction under the Law of that other jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gebr. Knauf Verwaltungsgesellschaft Kg), Agreement and Plan of Merger (Usg Corp)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would could occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to seek an injunction, specific performance and other equitable relief injunction or injunctions to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. Any requirements for the securing or posting of any bond in connection with such remedy are waived. Each of the Parties hereby irrevocably waives, and agrees not to assert or attempt to assert, by way of motion or other request for leave from the court, as a defense, counterclaim or otherwise, in any proceeding, any claim or argument that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has there is an adequate remedy at law or that any an award of specific performance is not otherwise an available or appropriate remedy for any reason at law or remedy. Notwithstanding anything to the contrary in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically or the terms and provisions of Original Purchase Agreement, each Party agrees that nothing in this Agreement shall not require TCF or any of its Affiliates to enforce and none of the Parties shall be required entitled to provide any bond seek specific performance, injunctive relief or other security in connection with equitable remedies to cause TCF or any such Order of its Affiliates to enforce their respective rights under the TCF Loan Agreement or injunction cause TCF Financing to be funded.

Appears in 2 contracts

Samples: Option Exercise Agreement (Cheesecake Factory Inc), Amendment to Purchase Agreement (Cheesecake Factory Inc)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity . Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction .

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GFI Group Inc.), Support Agreement (GFI Group Inc.)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the The Parties acknowledge and agree that (i) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 10.01, this being in addition to any other remedy to which they are entitled at law under this Agreement or in equity. Each any Transaction Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose allege, and each Party hereby waives the granting of an injunction defense, specific performance and that the other equitable relief on the basis that any other party has Parties have an adequate remedy at law Law or that any an award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 11.13 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ironSource LTD), Agreement and Plan of Merger (Thoma Bravo Advantage)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it them hereunder to consummate the transactions contemplated by this Agreement) or any other Transaction Agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, the The Parties acknowledge and agree that (i) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement or any other Transaction Agreement and to enforce specifically the terms and provisions hereof hereof and thereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 11.01, this being in addition to any other remedy to which they are entitled at law under this Agreement or in equity. Each any other Transaction Agreement, and (ii) the right of specific enforcement is an integral part of the Transactions and without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has Parties have an adequate remedy at law or Law. The Parties acknowledge and agree that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement or any other Transaction Agreement and to enforce specifically the terms and provisions of this Agreement or any other Transaction Agreement in accordance with this Section 12.13 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hudson Executive Investment Corp.), Agreement and Plan of Merger (DFP Healthcare Acquisitions Corp.)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms on a timely basis or were otherwise breach such provisions breached. Accordingly It is accordingly agreed that, prior to the valid termination of this Agreement, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and injunction or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof of this Agreement in any court identified in the Section above, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any The Parties further agree that no Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide obtain, secure, furnish or post any bond bond, security or other security similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.11 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, securing, furnishing or posting of any such Order bond, security or injunction similar instrument.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Weingarten Realty Investors /Tx/), Agreement and Plan of Merger (Kimco Realty Corp)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, this being in addition to any other remedy to which such Party is entitled at law or in equity. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be required adequate and (b) any requirement under any law to provide any bond or other post security in connection with any such Order or injunction as a prerequisite to obtaining equitable relief.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Watson Wyatt Worldwide, Inc.), Agreement and Plan of Merger (Park Sterling Corp)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, this being in addition to any other remedy to which such Party is entitled at law or in equity. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be required adequate and (b) any requirement under any law to provide any bond or other post security in connection with any such Order or injunction. as a prerequisite to obtaining equitable relief. [Signature Page Follows]

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Capital Bancorp, Inc.), Agreement and Plan of Merger (Ecb Bancorp Inc)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. It is the intention of the Parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be required given to provide both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect and nothing set forth in any bond provision herein will in any way be deemed to limit the scope, applicability or effect of any other security provision hereof. Parent hereby agrees that specific performance or injunctive relief pursuant to this Section 9.11 shall be its sole and exclusive remedy with respect to breaches or threatened breaches by any Stockholder in connection with this Agreement, and neither Parent nor any such Order of its Affiliates may pursue or injunction accept any other form of relief (including monetary damages or reimbursement, whether in law or equity) that may be available for breach of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Medallia, Inc.), Voting Agreement (Proofpoint Inc)

Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, harm would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms on a timely basis or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and injunction or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof of this Agreement in any Chosen Court, this being in addition to any other remedy to which they are entitled at law or in equity , without proof of actual damages, and each Party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Each The Parties agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to applicable Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has otherwise have an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ventas, Inc.), Agreement and Plan of Merger (New Senior Investment Group Inc.)

Enforcement. The Parties agree that irreparable damage injury, for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms on a timely basis or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and injunction or other equitable relief to prevent breaches relief, without the necessity of this Agreement and to enforce specifically the terms and provisions hereof proving actual monetary loss or posting any bond or other security, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required in any court identified in Section 8.10, this being in addition to provide any bond other remedy to which they are entitled at law or other security in connection with any such Order or injunction equity.

Appears in 2 contracts

Samples: Agreement (Sierra Bancorp), Agreement and Plan of Merger and Reorganization (Wilshire Bancorp Inc)

Enforcement. The Parties necessity of protection against disclosure in violation of section 5 by Wendland and the nature and scope of such protection has been carefully considered by the parties hereto. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event and acknowledge that the Parties nature and scope of the covenant not to disclose in this Agreement is fair, reasonable and necessary, that adequate compensation has been received by Wendland for such obligations, and that these obligations do not perform prevent Wendland from earning a livelihood. If, however, any court determines that any of the provisions restrictions are not reasonable, the parties hereby give the court the right and power to interpret, alter, amend or modify any of the terms contained herein as will render such restrictions enforceable. If either party seeks to enforce any provision of this Agreement (including failing to take such actions as are required in light of it hereunder to consummate a violation by the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly other party, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third- prevailing party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance reimbursement for costs and reasonable attorney fees from the other equitable party. An enforcement action may include seeking injunctive relief to prevent breaches of this Agreement and and/or monetary damages. Any decision by any party not to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions provision of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction deemed a waiver.

Appears in 2 contracts

Samples: Independent Contractor Agreement (Homeland Energy Solutions LLC), Independent Contractor Agreement (Homeland Energy Solutions LLC)

Enforcement. The Parties parties acknowledge and agree that irreparable damage for which monetary damages, even if available, harm would occur and that the parties would not be an have any adequate remedy, would occur in the event that the Parties do not perform remedy at Law (a) for any actual or threatened breach of the provisions of this Agreement or ( including failing to take such actions as are required b) in the event that any of it hereunder to consummate the transactions contemplated by provisions of this Agreement) Agreement were not performed in accordance with its specified terms or otherwise breach such provisions their specific terms. Accordingly It is accordingly agreed that, except where this Agreement is terminated in accordance with Section 7.1, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement (including Section 5.14) and any other agreement or instrument executed in connection herewith and this right shall include the right of Company to cause Purchaser and Merger Sub to seek to enforce the terms of the Financing against the Financing Parties to the fullest extent permissible pursuant to such Financing and applicable Laws and to thereafter cause the Merger to be consummated, in each case, if the conditions set forth in Section 6.1 and Section 6.2 have been satisfied or waived (other than conditions which by their nature cannot be required satisfied until Closing, but subject to provide the satisfaction or waiver of those conditions at Closing), without proof of actual damages, and each party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Each party waives any requirement for the securing or other security posting of any bond in connection with any such Order remedy. The parties further agree that (i) by seeking the remedies provided for in this Section 8.12, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement, including monetary damages or injunction in the event that the remedies provided for in this Section 8.12 are not available or otherwise are not granted and (ii) nothing contained in this Section 8.12 shall require any party to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 8.12 before exercising any termination right under Section 7.1 (and pursuing damages after such termination) nor shall the commencement of any action pursuant to this Section 8.12 or anything contained in this Section 8.12 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Section 7.1 or pursue any other remedies under this Agreement that may be available then or thereafter.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amerigroup Corp), Agreement and Plan of Merger (Wellpoint, Inc)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of a breach of any provision of this Agreement (including failing irreparable damage would occur, the aggrieved party would be without an adequate remedy at law, and damages would be difficult to take such actions as are required determine. The parties therefore agree that in the event of it hereunder to consummate the transactions contemplated by a breach of any provision of this Agreement ) in accordance with its specified terms or otherwise breach such provisions. Accordingly , subject to Section 3 above, the Parties acknowledge aggrieved party may elect to institute and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled prosecute proceedings to an injunction, enforce specific performance and or to enjoin the continuing breach of such provision. By seeking or obtaining such relief, the aggrieved party will not be precluded from seeking or obtaining any other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are it may be entitled at law or in equity . Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction .

Appears in 2 contracts

Samples: Rental Service Corp, Nationsrent Inc

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties acknowledge and agree that (a) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 11.01, this being in addition to any other remedy to which they are entitled at law or in equity under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law Law or that any an award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 12.13 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gores Holdings VI, Inc.), Agreement and Plan of Merger (Gores Metropoulos II, Inc.)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties acknowledge and agree that (a) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, including the Stockholder’s obligations to vote its Covered Shares as provided in this Agreement, without proof of damages and prior to the valid termination of this Agreement in accordance with Section 3, this being in addition to any other remedy to which they are entitled at law or in equity under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law Law or that any an award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 18 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Voting and Support Agreement (Gores Metropoulos II, Inc.), Support Agreement (Gores Metropoulos, Inc.)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties acknowledge and agree that (a) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 10.01, this being in addition to any other remedy to which they are entitled at law or in equity under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law Law or that any an award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 11.13(a) shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Business Combination Agreement (Holicity Inc.), Agreement and Plan of Merger (Flying Eagle Acquisition Corp.)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties acknowledge and agree that (a) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, including each Shareholder’s obligations to vote its Covered Shares as provided in this Agreement, without proof of damages, this being in addition to any other remedy to which they are entitled at law or in equity under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law Law or that any an award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 19 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Voting and Support Agreement (Ikonics Corp), Voting and Support Agreement (Ikonics Corp)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder them in order to consummate the transactions contemplated by this Agreement Merger) in accordance with its specified terms or otherwise breach or threaten to breach such provisions. Accordingly, the Parties The parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof entitled, in addition to any other remedy to which they are entitled at law or in equity , to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof. Each Without limiting the foregoing, each of the Parties parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an (i) there is adequate remedy at law or that any (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party party seeking an order or injunction or injunctions to prevent breaches of this Agreement or threatened breaches and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order order or injunction.

Appears in 2 contracts

Samples: Business Combination Agreement (Nebula Caravel Acquisition Corp.), Business Combination Agreement (TWC Tech Holdings II Corp.)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would occur and that the parties would not be an have any adequate remedy, would occur remedy at law in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached, except as expressly provided in the following sentence. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof of this Agreement in the Delaware Courts and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity equity (subject to the limitations set forth in this Agreement). Each The parties further agree that (i) by seeking the remedies provided for in this Section 12(h), a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 12(h) are not available or otherwise are not granted, and (ii) nothing set forth in this Section 12(h) shall not be required require any party to provide institute any bond Proceeding for (or other security in connection with limit any party’s right to institute any Proceeding for) specific performance under this Section 12(h) prior or as a condition to exercising any termination right under Section 9 (and pursuing damages after such Order or injunction termination).

Appears in 2 contracts

Samples: Tender and Support Agreement (Pandion Therapeutics, Inc.), Tender and Support Agreement (AI Pan LLC)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) not performed in accordance with its specified their specific terms or otherwise breach such provisions are Breached. Accordingly Therefore, each party (a) hereby waives, in any action for specific performance, the Parties acknowledge and agree that the Parties (on behalf defense of themselves and the third-party beneficiaries adequacy of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate a remedy at law or that and any award requirement for the posting of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such remedy; and (b) agrees that the other parties will be entitled to specific performance of this Agreement in any Proceeding initiated to enforce the terms hereof, including the issuance of an Order or injunction Orders to prevent or restrain any actual or threatened Breach of this Agreement, in each case without any requirement to post any bond or provide other security. The remedy of specific performance will be in addition to any other remedy or remedies to which the other parties may be entitled at law or in equity.

Appears in 2 contracts

Samples: Merger Agreement (Microtek Medical Holdings, Inc), Asset Purchase and Sale Agreement (CYS Investments, Inc.)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, this being in addition to any other remedy to which such party is entitled at Law or in equity. Each of the parties hereby further waives (a) any defense in any Action for specific performance that a remedy at Law would be required adequate and (b) any requirement under any Law to provide any bond or other post security in connection with any such Order or injunction as a prerequisite to obtaining equitable relief.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Iberiabank Corp), Stock Purchase Agreement (Iberiabank Corp)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be required adequate and (b) any requirement under any law to provide any bond or other post security in connection with any such Order or injunction. as a prerequisite to obtaining equitable relief.[Remainder of this page intentionally left blank]

Appears in 2 contracts

Samples: Agreement (Newbridge Bancorp), Agreement (Newbridge Bancorp)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically or the terms and provisions hereof, Related Agreements in addition to any other remedy to which they are each party is entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, parties further hereby waives (i) any defense in any action for specific performance and other equitable relief on the basis that any other party has an adequate a remedy at law or that would be adequate and (ii) any award of specific performance is not an appropriate remedy for requirement under any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and post security as a prerequisite to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction obtaining equitable relief.

Appears in 2 contracts

Samples: Purchase Agreement (Lumos Networks Corp.), Notes Purchase Agreement (Lumos Networks Corp.)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties hereto shall be entitled to an injunction, specific performance and other equitable relief injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof of this Agreement in the United States District Court for the Northern District of Georgia (and if jurisdiction in such courts shall be unavailable, the Business Courts of the Superior Court of Fulton County Georgia), this being in addition to any other remedy to which they are entitled at law Law or in equity. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and or other equitable relief on the basis that any the party seeking such injunction, specific performance or other party equitable relief has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking In the event that any party seeks an injunction or injunctions to prevent breaches of this Agreement and or to enforce specifically the terms and provisions of this Agreement Agreement, such party shall not be required to provide any bond or other security in connection with any such Order injunction or injunction other judgment.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NCR Corp), Agreement and Plan of Merger (Radiant Systems Inc)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, the Parties acknowledge and agree It is accordingly agreed that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement or any Ancillary Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. Without limiting the generality of the foregoing, (i) Seller shall be entitled to specific performance against Purchaser (A) of Purchaser’s obligations to consummate the Acquisition and to conduct the Closing upon the satisfaction or waiver of the conditions set forth in Section 4.01 (Conditions to Each Party’s Obligation) and Section 4.02 (Conditions to Obligations of Purchaser) and (B) to enforce and to prevent any breach by Purchaser of its covenants under this Agreement and (ii) Purchaser shall be entitled to specific performance against Seller (A) of Seller’s obligations to consummate the Acquisition and to conduct the Closing upon the satisfaction or waiver of the conditions set forth in Section 4.01 (Conditions to Each Party’s Obligation) and Section 4.03 (Conditions to Obligations of Seller). Each of the parties hereby irrevocably waives, and agrees not to assert or attempt to assert, by way of motion or other request for leave from the court, as a defense, counterclaim or otherwise, in any Proceeding involving a Covered Claim, any claim or argument that there is an adequate remedy at law or that an award of specific performance is not otherwise an available or appropriate remedy. Notwithstanding anything to the contrary in this Agreement, termination of this Agreement shall not relieve any party of any liability for breach of this Agreement, and shall be required in addition to provide any bond and all other rights and remedies at law or in equity the other security in connection with party has have against such party for (x) the loss suffered as a result of any failure of the Acquisition to be consummated and (y) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the Transactions, and all such Order or injunction rights and remedies shall be cumulative and non-exclusive.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Yu Dong), Stock Purchase Agreement (Twenty-First Century Fox, Inc.)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Amended Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breached and that any breach such provisions of this Amended Agreement could not be adequately compensated in all cases by monetary damages alone. Accordingly, the Parties The parties acknowledge and agree that that, prior to the Parties (on behalf of themselves and the third-party beneficiaries valid termination of this Amended Agreement provided in pursuant to Section 8.5(b) (Third Party Beneficiaries)) 10.01, the parties shall be entitled to obtain an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Amended Agreement and to enforce specifically the terms and provisions hereof hereof in any court as specified in Section 12.10, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has an adequate remedy at law Law or that any award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any No Party seeking an injunction or injunctions to prevent breaches of this Amended Agreement and to enforce specifically the terms and provisions of this Amended Agreement shall not be required to provide any bond or other security in connection with any such Order order or injunction.

Appears in 2 contracts

Samples: Acquisition Agreement (Energizer Holdings, Inc.), Acquisition Agreement (SB/RH Holdings, LLC)

Enforcement. The Parties parties agree that money damages would be both incalculable and an insufficient remedy and that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform if any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, It is accordingly agreed that each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to specific performance, an injunction, specific performance and injunction or other equitable relief to prevent breaches or violations of this Agreement and to enforce specifically the terms and provisions hereof of this Agreement in any Chosen Court, this being in addition to any other remedy to which they are entitled at law or in equity. Each Moreover, and in recognition of the Parties agrees that it will not oppose foregoing, each of the granting of an injunction, parties hereby waives (a) any defense in any action for specific performance and other equitable relief on the basis of this Agreement that any other party has an adequate a remedy at law would be adequate or that any award a remedy of specific performance is not an appropriate remedy unenforceable, invalid, contrary to Law or inequitable for any reason at and (b) any requirement under any law or for any party to post security as a prerequisite to obtaining equitable relief. Each party acknowledges and agrees that the agreements contained in equity. Any Party seeking this Section 10.9 are an injunction or injunctions to prevent breaches integral part of the transactions contemplated by this Agreement and to enforce specifically that, without these agreements, the terms and provisions of other party would not enter into this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fairfax Financial Holdings LTD/ Can), Agreement and Plan of Merger (Allied World Assurance Co Holdings, AG)

Enforcement. The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur time is of the essence in the event that the Parties do not perform performance of this Agreement. If any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached, the parties could not be adequately compensated by monetary damages alone. Accordingly , the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof , in addition to any other remedy right or remedy, including damages, to which they are the parties may be entitled, each party shall be entitled at law to enforce any provision of this Agreement by temporary or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction permanent restraining orders, specific performance and other injunctions or similar equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide Agreement, without posting any bond or security, or making any other security in connection with any such Order or injunction undertaking.

Appears in 2 contracts

Samples: Class B Share Purchase Agreement (Mercantil Bank Holding Corp), Class a Stock Purchase Agreement (Mercantil Bank Holding Corp)

Enforcement. The Parties parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder in accordance with their specific terms, including its failure to take all required actions on its part necessary to consummate the Merger and the other transactions contemplated hereby, will cause irreparable damage injury to the other parties for which monetary damages, even if available, would will not be an adequate remedy , would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions . Accordingly, each party hereby consents (a) to the Parties acknowledge issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party’s obligations and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement Agreement; and (b) to enforce specifically the terms and provisions hereof granting by any court of competent jurisdiction of the remedy of specific performance of its obligations hereunder, this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each of Unless otherwise expressly stated in this Agreement, no right or remedy described or provided in this Agreement or otherwise conferred upon or reserved to any party is intended to be exclusive or to preclude a party from pursuing other rights and remedies to the Parties agrees that it will not oppose the granting of an injunction extent available under this Agreement, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity , and the same will be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as such party may deem expedient. Any Party seeking an injunction or injunctions If any party to prevent breaches of this Agreement seeks to enforce its rights under this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond attorneys’ fees or other security costs are incurred to secure performance of any obligations hereunder, or to establish damages for the breach thereof or to obtain any other appropriate relief, or to defend against any of the foregoing actions, the prevailing party will be entitled to recover all costs and expenses incurred in connection with any such Order or injunction therewith, including without limitation all reasonable attorneys’ fees.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tri-Isthmus Group, Inc.), Agreement and Plan of Merger (TBX Resources Inc)

Enforcement. The Parties parties hereto agree that irreparable damage for which monetary damages, even if available, would may not be an adequate remedy, would occur in the event that the Parties parties hereto do not perform the provisions of this Agreement (including failing each Stockholder’s obligations to take such actions vote its Covered Shares as are required of it hereunder to consummate the transactions contemplated by provided in this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties hereto acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without any requirement for the posting of security, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (a) any other party has an adequate remedy at law or that any (b) an award of specific performance is not an appropriate remedy for any reason at law or in equity . Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction .

Appears in 2 contracts

Samples: Support Agreement (Williams Chad L.), Support Agreement (QTS Realty Trust, Inc.)

Enforcement. The Parties parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties hereto acknowledge and agree that (a) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, including the Shareholders’ obligations to vote its Covered Shares as provided in this Agreement, without proof of damages, prior to the valid termination of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law Applicable Legal Requirements or that any an award of specific performance is not an appropriate remedy for any reason at law Applicable Legal Requirements or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 19 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Sponsor Support Agreement (Taboola.com Ltd.), Sponsor Support Agreement (Taboola.com Ltd.)

Enforcement. The Parties parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties hereto acknowledge and agree that (a) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, including the Shareholder’s obligations to vote its Covered Shares as provided in this Agreement, without proof of damages, prior to the valid termination of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law Applicable Legal Requirements or that any an award of specific performance is not an appropriate remedy for any reason at law Applicable Legal Requirements or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 19 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Shareholder Support Agreement (Taboola.com Ltd.), Shareholder Support Agreement (Taboola.com Ltd.)

Enforcement. The Parties parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties hereto acknowledge and agree that (a) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, including the Shareholder’s obligations to vote its Covered Shares as provided in this Agreement, without proof of damages, prior to the valid termination of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law applicable Law or that any an award of specific performance is not an appropriate remedy for any reason at law applicable Law or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 19 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Shareholder Support Agreement (Valens Semiconductor Ltd.), Shareholder Support Agreement (PTK Acquisition Corp.)

Enforcement. The Parties parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly, It is accordingly agreed that each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall Agreement. The foregoing rights are in addition to and without any limitation of any other remedy to which any of the parties hereto may be entitled at law or in equity. Each of the parties hereto hereby further agrees not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties hereto waives (i) any defenses in any action for specific performance, including the defense that a remedy at law would be required adequate, and (ii) any requirement under any law to provide any post a bond or other security in connection with any such Order or injunction as a prerequisite to obtaining equitable relief.

Appears in 2 contracts

Samples: Voting Agreement (Apple Reit Six Inc), Voting Agreement (BRE Select Hotels Corp)

Enforcement. The Parties parties hereto agree that irreparable damage damage, for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties hereto do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties hereto acknowledge and agree that the Parties ( on behalf of themselves and the third- a) each party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) hereto shall be entitled to an injunction, specific performance and performance, or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 10.01, this being in addition to any other remedy to which they are entitled at law or in equity under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties hereto would have entered into this Agreement. Each of the Parties party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties hereto have an adequate remedy at law Law or that any an award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any Party The parties hereto acknowledge and agree that any party hereto seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 11.14 shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Property Solutions Acquisition Corp.), Agreement and Plan of Merger (RMG Acquisition Corp.)

Enforcement. The Parties parties hereto agree that prior to the Closing, irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement were not performed by the parties hereto in accordance with their specific terms (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated hereby) or were otherwise breached or violated by this Agreement) in accordance with its specified terms or otherwise breach such provisions the parties hereto. Accordingly The parties hereto agree and acknowledge that prior to the Closing, each of the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement by another party hereto and to enforce specifically the terms and provisions hereof hereof against the other parties hereto, in addition to any other remedy to which they are such party is entitled at law or in equity. Each of the Parties parties hereto agrees and acknowledges that it such party will not oppose the granting of an injunction, specific performance and or other equitable relief on the basis that any other party has there is an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party In seeking an injunction or injunctions to prevent breaches of this Agreement and or to enforce specifically the terms and provisions of this Agreement Agreement, no party hereto shall not be required to provide any bond or other security in connection with any such Order or injunction security.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Blackline, Inc.), Agreement and Plan of Merger (Blackline, Inc.)

Enforcement. The Parties parties to this Agreement agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform if any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach such provisions breached. Accordingly It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal court sitting in the Borough of Manhattan in the City and State of New York or other court of the United States as specified in Section 5.7, this being in addition to any other remedy at law or in equity, and the Parties parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. The parties acknowledge and agree that the Parties (on behalf of themselves and the third- each party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any (a) the other party has an adequate remedy at law or that any (b) an award of specific performance is not an appropriate remedy for any reason at law or in equity . Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction .

Appears in 2 contracts

Samples: Stock Purchase Agreement (Universal American Corp.), Stock Purchase Agreement (Universal American Corp.)

Enforcement. The Parties agree a) Each Stockholder acknowledges that irreparable damage for which monetary damages, even if available, the other parties would not be have an adequate remedy, would occur remedy at law for money damages in the event that any of the Parties do not perform covenants or agreements of any of the provisions of other parties in this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified terms terms, and it is therefore agreed that each Stockholder, in addition to and without limiting any other remedy or otherwise breach such provisions. Accordingly right it may have, will have the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled right to an injunction, specific performance and injunction or other equitable relief to prevent breaches in any court of this Agreement competent jurisdiction, enjoining any such actual or potential breach and to enforce enforcing specifically the terms and provisions hereof, and each Stockholder hereby waives (i) any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief and (ii) the need to post any bond that may be required in addition to any connection with the granting of such an injunction or other remedy to which they are entitled equitable relief. (b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity. Each equity shall be cumulative and not alternative, and the exercise or beginning of the Parties agrees that it will exercise of any thereof by any party shall not oppose preclude the granting simultaneous or later exercise of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate such right, power or remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any by such Order or injunction party.

Appears in 2 contracts

Samples: DreamWorks Animation SKG, Inc., DreamWorks Animation SKG, Inc.

Enforcement. (a) The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breached and that monetary damages would not be an adequate remedy therefor. Each Party agrees that in the event of any breach such provisions. Accordingly or threatened breach by any other Party of any covenant or obligation contained in this Agreement, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third non- party beneficiaries of this Agreement provided in Section 8.5(b) (Third breaching Party Beneficiaries)) shall will be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, (in addition to any other remedy that may be available to which they are it whether in Law or equity, including monetary damages) to (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (ii) an injunction restraining such breach or threatened breach. (b) Notwithstanding anything in this Agreement to the contrary, the Company will be entitled at law or in equity. Each of the Parties agrees that it will not oppose to the granting of an injunction, a decree or order of specific performance and or other equitable relief on to consummate the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or Merger (“Closing Relief”) if and only in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction. event that:

Appears in 1 contract

Samples: Agreement and Plan of Merger (PENTAIR PLC)

Enforcement. (a) The Parties parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of it them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties The parties acknowledge and agree that (a) the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) parties shall be entitled to an injunction, specific performance and performance, or other equitable relief relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 10.01, this being in addition to any other remedy to which they are entitled at law or in equity under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any the other party has parties have an adequate remedy at law Law or that any an award of specific performance is not an appropriate remedy for any reason at law Law or in equity. Any Party The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 11.13(a) shall not be required to provide any bond or other security in connection with any such Order or injunction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Graf Industrial Corp.)

Enforcement. Any party to this Agreement may enforce it against another party by seeking injunctive relief, specific performance, or any other remedy available at law or in equity. The Parties parties agree that irreparable damage for which monetary damages that, even if available, would not be an adequate remedy, would occur in the event that of a default by any party under the Parties do not perform the provisions terms of this Agreement (including failing Agreement, the other parties will be irreparably harmed and such parties’ damages will be extremely difficult or impossible to take such actions as are required ascertain or quantify with precision. The parties specifically agree that, in the event of it hereunder to consummate a default by any party under the transactions contemplated by terms of this Agreement ) in accordance with its specified terms or otherwise breach such provisions. Accordingly , the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) other parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches enforce the terms of this Agreement and Agreement, including, without limitation, the right to enforce specifically obtain a temporary or permanent injunction without the terms and provisions hereof requirement of a bond, in addition to any other remedy to which they are entitled that may be available at law or in equity. Each In the event of litigation to enforce or interpret the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches terms of this Agreement and Agreement, the prevailing party shall be entitled to enforce specifically the terms and provisions recover its costs of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction litigation, including, without limitation, reasonable attorney’s fees.

Appears in 1 contract

Samples: Easement Agreement

Enforcement. The Both Parties agree that irreparable damage for which monetary damages, even if available, it would not be an adequate remedy, would occur impossible or inadequate to measure and calculate the other Party’s damages from any breach of the covenants of confidentiality and non-use in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions Section 7. Accordingly, each Party agrees that if it breaches any of such covenants, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third other Party Beneficiaries)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof will have available, in addition to any other right or remedy available, the right to which they are entitled at law seek an injunction from a court of competent jurisdiction restraining such breach or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, threatened breach and to specific performance and other equitable relief on the basis that of any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches such provision of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any Section 7. Both Parties further agree that no bond or other security shall be required in connection with any obtaining such Order or injunction equitable relief.

Appears in 1 contract

Samples: Development and License Agreement (Neose Technologies Inc)

Enforcement. The Parties agree Each Holder agrees that irreparable damage for which monetary damages would occur, even if available, damages would not be difficult to determine and would be an insufficient remedy and no other adequate remedy remedy would exist at law or in equity, would occur in each case in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach breached (or any party hereto threatens such provisions a breach). Accordingly, it is agreed that in the Parties acknowledge and agree that the Parties (on behalf event of themselves and the third-party beneficiaries a breach or threatened breach of this Agreement provided in Section 8.5(b) by any Holder the Company ( Third Party Beneficiaries) and its successors and assigns) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, in addition to any other remedy to which such party is entitled at law or in equity. Each Holder irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be required asserted as a bar to provide the remedy of specific performance of any bond of the terms or other security provisions hereof or injunctive relief in connection with any such Order or injunction. action brought therefor by the Company.[The remainder of this page is blank]

Appears in 1 contract

Samples: Kerzner International LTD

Enforcement. The Parties agree Each Shareholder agrees that irreparable damage for which monetary damages would occur, even if available, damages would not be difficult to determine and would be an insufficient remedy and no other adequate remedy remedy would exist at law or in equity, would occur in each case in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach breached (or any party hereto threatens such provisions a breach). Accordingly, it is agreed that in the Parties acknowledge and agree that the Parties (on behalf event of themselves and the third-party beneficiaries a breach or threatened breach of this Agreement provided in Section 8.5(b) by any Shareholder, the Company and Parent ( Third Party Beneficiaries) and their respective successors and assigns) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, in addition to any other remedy to which such party is entitled at law or in equity. Each Shareholder irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be required asserted as a bar to provide the remedy of specific performance of any bond of the terms or other security provisions hereof or injunctive relief in connection with any such Order action brought therefor by the Company or injunction Parent.

Appears in 1 contract

Samples: Voting Agreement (Kerzner International LTD)

Enforcement. The Parties agree Each Stockholder agrees that irreparable damage for which monetary damages would occur, even if available, damages would not be difficult to determine and would be an insufficient remedy and no other adequate remedy remedy would exist at law or in equity, would occur in each case in the event that the Parties do not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with its specified their specific terms or were otherwise breach breached (or any party hereto threatens such provisions a breach). Accordingly, it is agreed that in the Parties acknowledge and agree that the Parties (on behalf event of themselves and the third-party beneficiaries a breach or threatened breach of this Agreement provided in Section 8.5(b) by a Stockholder, the Company, ValueAct and MLF ( Third Party Beneficiaries) and their respective successors and assigns) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not Agreement, in addition to any other remedy to which such party is entitled at law or in equity. Each Stockholder irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be required asserted as a bar to provide the remedy of specific performance of any bond of the terms or other security provisions hereof or injunctive relief in connection with any such Order action brought therefor by the Company, ValueAct or injunction MLF.

Appears in 1 contract

Samples: Voting Agreement (Sirva Inc)

Enforcement. The Parties agree Each of the Company, on one hand, and Parent and Merger Subsidiary, on the other hand, acknowledges that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur the rights of each Party to consummate the Merger are unique and recognizes and affirms that in the event that the Parties do not perform the provisions of a breach of this Agreement (including failing to take such actions as are required of it hereunder to consummate by any Party, money damages will be inadequate and the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions non-breaching Party will have no adequate remedy at Law. Accordingly, the Parties acknowledge and agree that such non-breaching Party shall have the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall be entitled right to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof obtain, in addition to any other remedy to which they are entitled rights and remedies existing in their favor at law Law or in equity . Each of the Parties agrees that it will not oppose the granting of an injunction , specific performance performance, injunctive relief and other equitable relief on (without posting of bond or other security) to enforce their rights and the basis other Parties’ obligations hereunder. In the event that any other party has Action should be brought in equity to enforce any of the provisions of this Agreement, no Party will allege, and each Party hereby waives the defense, that there is an adequate remedy at law under applicable Law. Parent and Merger Subsidiary acknowledge that, prior to the Closing or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches the earlier valid termination of this Agreement pursuant to Section 9.1, the Company will have the right to specifically enforce the obligations of Parent and Merger Subsidiary to enforce specifically consummate the Merger on the terms and provisions pursuant to the conditions of this Agreement. Except as otherwise provided herein, the rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any Party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. If any Action for the enforcement of this Agreement shall not be required is brought with respect to provide any bond or other security because of an alleged dispute, breach, default or misrepresentation in connection with any such Order of the provisions hereof, the successful or injunction prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that Action, in addition to any other relief to which it may be entitled.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kbr, Inc.)

Enforcement. The Parties agree Each party acknowledges that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of this Agreement regarding confidentiality and use of the other party’s resources ( including failing including, without limitation, the Official Payments System and each party’s intellectual property) are reasonable and necessary to take protect the other party’s legitimate business interests. Each party acknowledges that any breach of such actions as are required provisions will result in irreparable injury to the other for which money damages could not adequately compensate. If there is a breach of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions . Accordingly , then the Parties acknowledge and agree that the Parties (on behalf of themselves and the third- injured party beneficiaries of this Agreement provided in Section 8.5(b) (Third Party Beneficiaries)) shall will be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof entitled, in addition to any all other remedy to rights and remedies which they are entitled it may have at law or in equity . Each of the Parties agrees that it will not oppose the granting of an injunction , specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award to have a decree of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction issued by any competent court, requiring the breach to be cured or injunctions enjoining all persons involved from continuing the breach. The existence of any claim or cause of action that a party (or any other person involved in the breach) may have against the other party will not constitute a defense or bar to prevent breaches the enforcement of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction provisions.

Appears in 1 contract

Samples: Maintenance Agreement