Common use of Specific Enforcement; Jurisdiction Clause in Contracts

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10.08(b), without proof of damages or otherwise (and each party hereto 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. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, in accordance with Section 10.08(b), to enforce specifically the performance of the terms and provisions hereof by any other party hereto, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10.08(b9.10(b), without proof of damages or otherwise (and each party hereto 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. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, case in accordance with Section 10.08(b9.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party heretoparty, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10.08(b), without proof of damages or otherwise (and each party hereto 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. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to any termination of this Agreement or the Outside Date, any party hereto brings any Proceeding, in each case, in accordance with Section 10.08(b), to enforce specifically the performance of the terms and provisions hereof by any other party hereto, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 twenty (20) Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its their specific terms or were otherwise breached, breached and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that each of the parties hereto Parties shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court referred therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to in Section 10.08(b)accept jurisdiction over a particular matter, any federal court within the State of Delaware) without proof of damages or otherwise regard to any bonding requirement under any applicable Law (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any and all other remedy to which they are entitled rights and remedies at law or in equity. The right to specific enforcement , and all such rights and remedies shall include the right of the Company to cause Parent and Merger Sub to cause the Offerbe cumulative, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceedingexcept, in each case, as may be limited by Section 7.2). In addition, each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Notwithstanding the foregoing, the Parties may bring an Action in a state other than Delaware for the purposes of enforcing an Order or judgment issued by a judge within the State of Delaware. Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the Transactions in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each of the Parties hereby consents to the service of process in accordance with Section 10.08(b)8.7; provided, however, that nothing herein shall affect the right of any Party to enforce specifically the performance of the terms and provisions hereof by serve legal process in any other party hereto, the Outside Date shall automatically be extended manner permitted by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may beLaw.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur and the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with its their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy thereforexcept as provided in the following sentences. It is accordingly agreed that (i) the parties hereto shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in from the Chancery Court of the State of Delaware and any state appellate court referred therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to in Section 10.08(baccept jurisdiction over a particular matter, any state or federal court within the State of Delaware), without proof of damages damages, without bond or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy)other security being required, this being in addition to any other remedy to which they are entitled under this Agreement, at law or in equity. The right to specific enforcement shall include , (ii) the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions provisions set forth in this Agreement. The parties hereto further agree Section 10.2 (A) are not intended to assert and do not adequately compensate for the harm that would result from a remedy breach of this Agreement and (B) shall not be construed to diminish or otherwise impair in any respect any party’s right to specific enforcement is unenforceableenforcement, 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 acknowledges and agrees that (iii) the right of specific enforcement is an integral part of the Transactions and without such right, none of that right neither the parties hereto Company nor Investor would have entered into this Agreement. IfNotwithstanding the foregoing, prior it is explicitly agreed that the Company shall only be entitled to seek or obtain an injunction, specific performance or other equitable remedies enforcing the Equity Commitment Letter to cause the Initial Equity Financing to be funded at the Initial Closing or the Second Equity Financing to be funded at the Second Closing, as applicable, if all conditions to the Outside DateInitial Closing or the Second Closing, any party hereto brings any Proceedingas applicable, set forth in this Agreement and all conditions to specific performance of the Initial Equity Financing or Second Equity Financing, as applicable, set forth in the Equity Commitment Letter, in each case, are satisfied or waived and the Company has irrevocably confirmed in accordance with Section 10.08(b)writing that if the Initial Equity Financing or the Second Equity Financing, as applicable, is funded then it will take such actions that are required by it under this Agreement to cause the Initial Closing or the Second Closing, as applicable, to enforce specifically the performance of the terms and provisions hereof by any other party hereto, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may beoccur.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10.08(b9.10(b), without proof of damages or otherwise (and each party hereto 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. The right to seek specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, case in accordance with Section 10.08(b9.10(b), to seek to enforce specifically the performance of the terms and provisions hereof by any other party heretoparty, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its their specific terms or were otherwise breached, breached and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that each of the parties hereto Parties shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court referred therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to in Section 10.08(b)accept jurisdiction over a particular matter, any federal court within the State of Delaware) without proof of damages or otherwise regard to any bonding requirement under any applicable Law (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any and all other remedy to which they are entitled rights and remedies at law or in equity. The right to specific enforcement , and all such rights and remedies shall include the right of the Company to cause Parent and Merger Sub to cause the Offerbe cumulative, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceedingexcept, in each case, as may be limited by Section 8.2). In addition, each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Notwithstanding the foregoing, the Parties may bring an Action in a state other than Delaware for the purposes of enforcing a judgment, injunction, order or decree issued by a judge within the State of Delaware. Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the Transactions in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each of the Parties hereby consents to the service of process in accordance with Section 10.08(b)9.7; provided, however, that nothing herein shall affect the right of any Party to enforce specifically the performance of the terms and provisions hereof by serve legal process in any other party hereto, the Outside Date shall automatically be extended manner permitted by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may beLaw.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur and the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with its their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy thereforexcept as provided in the following sentences. It is accordingly agreed that (i) the parties hereto shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in from the Chancery Court of the State of Delaware and any state appellate court referred therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to in Section 10.08(baccept jurisdiction over a particular matter, any state or federal court within the State of Delaware), without proof of damages damages, without bond or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy)other security being required, this being in addition to any other remedy to which they are entitled under this Agreement, at law or in equity. The right to specific enforcement shall include , (ii) the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions provisions set forth in this Agreement. The parties hereto further agree Section 10.2 (A) are not intended to assert and do not adequately compensate for the harm that would result from a remedy breach of this Agreement and (B) shall not be construed to diminish or otherwise impair in any respect any party’s right to specific enforcement is unenforceableenforcement, 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 acknowledges and agrees that (iii) the right of specific enforcement is an integral part of the Transactions and without such right, none of that right neither the parties hereto Company nor Investor would have entered into this Agreement. IfNotwithstanding the foregoing, prior it is explicitly agreed that the Company shall only be entitled to seek or obtain an injunction, specific performance or other equitable remedies enforcing the Outside DateEquity Funding Letter to cause the Equity Financing to be funded at the Closing, enforcing Section 8.11 to cause the MPSA to be executed and delivered by Ascension or otherwise causing the Closing to occur, if all conditions (other than the condition set forth in Section 7.6) are satisfied or waived and the Company has irrevocably confirmed in writing that if the Equity Financing is funded and the MPSA is executed and delivered by Ascension then it will take such actions that are required by it under this Agreement to cause the Closing to occur. The parties hereto further agree that (1) by seeking the remedies provided for in this Section 10.2(a), 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) in the event that the remedies provided for in this Section 10.2(a) are not available or otherwise are not granted, and (2) nothing set forth in this Section 10.2(a) shall require any party hereto brings to institute any Proceedingproceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 10.2(a) prior or as a condition to exercising any termination right under Section 9 (and pursuing damages after such termination), nor shall the commencement of any legal proceeding pursuant to this Section 10.2(a) or anything set forth in each case, this Section 10.2(a) restrict or limit any party’s right to terminate this Agreement in accordance with Section 10.08(b), to enforce specifically the performance of the terms and provisions hereof by of Section 9 or pursue any other party hereto, the Outside Date shall automatically remedies under this Agreement that may be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days available then or (ii) such other time period established by the court presiding over such Proceeding, as the case may bethereafter.

Specific Enforcement; Jurisdiction. (a) The a)The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10.08(b5.7(b), without proof the necessity of proving the inadequacy of money damages or otherwise as a remedy (and each party hereto 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. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions transactions contemplated by this Agreement and without such right, none of the parties hereto would have entered into this Agreement. If, prior (b) Each of the parties hereto hereby irrevocably submits to the Outside Dateexclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any party state or federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in such court. Each of the parties hereto brings (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any Proceedingstate or federal court sitting in the State of Delaware) in the event any Proceeding arises out of this Agreement or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) irrevocably consents to the service of process in each caseany Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 10.08(b), 5.1 (provided that nothing in this Section 5.7(b) shall affect the right of any party to enforce specifically the performance serve legal process in any other manner permitted by Law) and (iv) agrees that it will not bring any Proceeding relating to this Agreement or any of the terms and provisions hereof by transactions contemplated hereby in any court other party heretothan the Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the Outside Date shall automatically be extended by (i) the amount State of time during which Delaware). The parties hereto agree that a final trial court judgment in any such Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case shall be conclusive and may be.be enforced

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10.08(b9.11(b), without proof the necessity of proving the inadequacy or unavailability of money damages or otherwise as a remedy (and each party hereto hereby waives any requirement for the securing or posting of any bond or surety in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on upon the terms and subject to the conditions set forth in this Agreement. The parties hereto further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor and further agree not to assert that a remedy of monetary damages would provide an adequate adequate, available or exclusive remedy. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions transactions contemplated by this Agreement and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, Proceeding in accordance with Section 10.08(b), 9.11(b) to enforce specifically the performance of the terms and provisions hereof of this Agreement by any other party heretoparty, the Outside Date automatically shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days 30 days or (ii) such other time period established by the court having jurisdiction and presiding over such Proceeding, as the case may be.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in each case in any court referred to in Section 10.08(b5.08(b), without proof of damages or otherwise (and each party hereto 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. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions and transactions contemplated by this Agreement and, without such right, none of the parties hereto would have entered into this Agreement. If, prior to To the Outside Date, extent any party hereto brings any Proceeding, in each case, in accordance with Section 10.08(b), Action (as defined below) to enforce specifically the performance of the terms and provisions hereof by any other of this Agreement when expressly available to such party heretopursuant to the terms of this Agreement, the Outside Date (as defined below) shall automatically be extended by (i) the amount of time during which such Proceeding Action is pending, plus 20 Business Days twenty (20) business days, or (ii) such other time period established by the court presiding over such ProceedingAction. As used herein, as the “Action” means any action, claim, charge, complaint, inquiry, investigation, examination, hearing, petition, suit, arbitration, mediation or other proceeding, in each case may bebefore any Governmental Entity, in law or in equity.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10.08(b8.10(b), without proof the necessity of proving the inadequacy of money damages or otherwise as a remedy (and each party hereto 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. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions transactions contemplated by this Agreement and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, case in accordance with Section 10.08(b8.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party heretoparty, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days business days, or (ii) such other time period established by the court presiding over such Proceeding, as the case may be.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement and each Seller shall be entitled to specific performance to cause the Buyer to draw down the Equity Commitments in accordance with the terms of the Equity Commitment Letter and to cause the Guarantor to fund such Equity Commitments in accordance with the terms of the Equity Commitment Letter to pay the Purchase Price and consummate the Share Purchase, in each case in any court referred to in Section 10.08(b5.10(b), without proof of damages or otherwise (and each party hereto 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. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions and transactions contemplated by this Agreement and, without such right, none of the parties hereto would have entered into this Agreement. If, prior to To the Outside Date, extent any party hereto brings any Proceeding, in each case, in accordance with Section 10.08(b), Action (as defined below) to enforce specifically the performance of the terms and provisions hereof by any other of this Agreement when expressly available to such party heretopursuant to the terms of this Agreement, the Outside Date (as defined below) shall automatically be extended by (i) the amount of time during which such Proceeding Action is pending, plus 20 Business Days twenty (20) business days, or (ii) such other time period established by the court presiding over such ProceedingAction. As used herein, as the “Action” means any action, claim, charge, complaint, inquiry, investigation, examination, hearing, petition, suit, arbitration, mediation or other proceeding, in each case may bebefore any Governmental Entity, in law or in equity.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10.08(b8.10(b), without proof the necessity of proving the inadequacy of money damages or otherwise as a remedy (and each party hereto 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. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions transactions contemplated by this Agreement and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, case in accordance with Section 10.08(b8.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party heretoparty, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days twenty (20) business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement that are required to be performed prior to or at the Closing were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement prior to or at the Closing and to enforce specifically the performance of the terms and provisions of this Agreement which are required to be performed prior to or at the Closing in any court referred to in Section 10.08(b9.9(b), without proof the necessity of proving the inadequacy of money damages or otherwise as a remedy (and each party hereto 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. The right to seek specific enforcement shall include the right of the Company to cause Parent and Merger Sub each party to cause the Offer, other party to cause the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this AgreementAgreement (and Parent acknowledges that in the event such remedy is unavailable for any reason, the recoverable monetary damages of the Company hereunder shall not be limited to reimbursement of expenses or out-of-pocket costs, but rather shall include without limitation the benefit of the bargain lost by the Equityholders (including any lost premium), taking into consideration all relevant factors (including the total amount payable to the Equityholders hereunder and the time value of money), which in each case shall be deemed to be damages of the Company and shall be recoverable by the Company on behalf of the Equityholders). The parties hereto further agree agree, with respect to obligations required to be performed prior to or at the Closing, 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement of obligations arising prior to or at the Closing is an integral part of the Transactions transactions contemplated by this Agreement and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, in accordance with Section 10.08(b), to enforce specifically the performance of the terms and provisions hereof by any other party hereto, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10.08(b9.10(b), without proof the necessity of proving the inadequacy of money damages or otherwise as a remedy (and each party hereto 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. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions transactions contemplated by this Agreement and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, case in accordance with Section 10.08(b9.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party heretoparty, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10.08(b8.10(b), without proof of damages or otherwise (and each party hereto 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. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, case in accordance with Section 10.08(b8.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party heretoto consummate the Transactions, and at such time all conditions to each party’s obligations to Closing are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing or are capable of being satisfied at the Closing or those conditions that relate to the subject matter of the Proceeding for specific performance), the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days five business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10.08(b), without proof of damages or otherwise (and each party hereto 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. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto 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. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, in accordance with Section 10.08(b), to enforce specifically the performance of the terms and provisions hereof by any other party hereto, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be.