SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES Sample Clauses

SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES. (1) The parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek injunctive relief, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for proof of damages or for the securing or posting of any bond in connection with the obtaining of any such relief. The rights set forth in this Section 8, including rights of specific performance and enforcement, subject to Section 8(2), are in addition to any other remedy to which the parties may be entitled at Law or in equity. None of the parties shall object to the granting of injunctive relief, specific performance or other equitable relief on the basis that there exists an adequate remedy at Law.
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SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES. The parties hereto each acknowledge that the rights of each party to consummate the transactions contemplated by this Agreement are special, unique and of extraordinary character, and that, in the event that any party breaches, threatens to breach or fails or refuses to perform any of its obligations under this Agreement, irreparable injury to the non-breaching party will result. The parties each agree, therefore, that, subject to the provisions of Section 7.2, in the event that either party breaches, threatens to breach, or fails or refuses to perform any of its obligations under this Agreement, the non-breaching party shall be entitled to, in addition to any remedies at law under this Agreement for damages or other relief, specific performance of such covenant or agreement hereunder, including injunctive relief without the necessity of posting a bond.
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SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES. Each of the parties recognizes and acknowledges that this Agreement is an integral part of the transactions contemplated in the Arrangement Agreement, that AcquireCo would not enter into the Arrangement Agreement unless this Agreement was executed, and accordingly acknowledges and agrees that a breach by the Securityholder of any covenants contained in this Agreement will cause AcquireCo to sustain injury for which it would not have an adequate remedy at law for money damages. Therefore, each of the parties agree that in the event of any such breach, AcquireCo shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and the Securityholder further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. This letter may be signed by fax or PDF document and in counterparts, which, together, shall be deemed to constitute one valid and binding agreement and delivery of such counterparts may be effected by means of facsimile or PDF document. GRAN TIERRA ENERGY INC. By: Name: Title:
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SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES. Each Member acknowledges that a remedy at law for any breach or attempted breach of this Agreement may be inadequate and agrees that the Company and each other Member shall be entitled to seek specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. Each Member further hereby waives any requirement for the securing or posting of any bond in connection with the obtaining of such injunctive or other equitable relief. Each Member hereby consents to the issuance of a temporary restraining order and/or temporary or permanent injunction against any breach or attempted breach by such Member, including any attempted Transfer of the Member’s Interest in violation of Article VIII.
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SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES. Buyer and Seller each acknowledge that the obligations under this Agreement are special, unique and of extraordinary character, and that, in the event that any party breaches any covenant or agreement made by it herein, the non-breaching party may be without an adequate remedy at Law. The parties each agree, therefore, that in the event that either party breaches any covenant or agreement made by such party herein, the non-breaching party or parties may, subject to the terms of this Agreement and in addition to any remedies at Law or under this Agreement for damages or other relief, institute and prosecute an action in any court of competent jurisdiction to enforce specific performance of such covenant or agreement or seek any other equitable relief.
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SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES. (a) Neither the Company nor Executive may revoke or rescind this Agreement, which shall survive the death, incapacity or termination of employment of Executive. This Agreement will be binding on the Company, Executive and their respective successors and assigns, however such succession or assignment is effected (including, without limitation, by the laws of descent, distribution and conservatorship, sale, assignment, conveyance, gift, pledge, hypothecation or otherwise). This Agreement may not be transferred, assigned, pledged or hypothecated by Executive.
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SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES. The parties acknowledge that the type and period of restriction imposed in Section 4 and Section 5 above are fair and reasonable and are reasonably required for the protection of PCC and Foundation Bancorp and of the goodwill associated with the business of Foundation Bancorp. [Officer/Director] acknowledges that PCC would not have entered into the Merger Agreement unless [Officer/Director] had, among other things, entered into this Agreement. In the event PCC considers [Officer/ Director] or [Officer/Director] considers PCC to be in material breach of any obligation under this Agreement, the party asserting the breach shall provide to the other party written notice of the acts or omissions that are deemed to be in breach. The party allegedly in breach will then have ten (10) days to cure that claimed breach and provide written documentation as to the cure. No legal action can proceed until notice has been given and the opportunity to cure has elapsed. In addition to any other rights and remedies PCC may have if [Officer/Director] violates this Agreement, [Officer/Director] agrees that a breach by [Officer/Director] of his or her covenants set forth in this Agreement is likely to cause Foundation Bancorp, and PCC as its successor, irreparable injury and damage, and [Officer/Director] hereby expressly agrees that Foundation Bancorp, and PCC as its successor, shall be entitled to seek the remedies of injunction, specific performance and other equitable relief to prevent a breach of this Agreement by [Officer/Director]. Each of the parties further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (ii) any requirement under any law to post security as a prerequisite to obtaining equitable relief. This provision shall not be construed as a waiver of any of the remedies which Foundation Bancorp or PCC may have for damages or otherwise.
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Related to SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES

  • Specific Performance and Other Remedies The parties hereto each acknowledge that the rights of each party to consummate the transactions contemplated hereby are special, unique and of extraordinary character, and that, in the event that any party violates or fails or refuses to perform any covenant or agreement made by it herein, the non-breaching party may be without an adequate remedy at law. The parties each agree, therefore, that in the event that either party violates or fails or refuses to perform any covenant or agreement made by such party herein, the non-breaching party or parties may, subject to the terms of this Agreement and in addition to any remedies at law for damages or other relief, institute and prosecute an action in any court of competent jurisdiction to enforce specific performance of such covenant or agreement or seek any other equitable relief.

  • Specific Performance and other Equitable Rights It is recognized and acknowledged that a breach by any party of any material obligations contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Accordingly, in the event of any such breach, any aggrieved party shall be entitled to the remedy of specific performance of such obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.

  • EQUITABLE RELIEF AND OTHER REMEDIES The parties acknowledge and agree that the other party’s remedies at law for a breach or threatened breach of any of the provisions of this Section would be inadequate and, in recognition of this fact, the parties agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the other party, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

  • Specific Performance and Remedies Shareholder acknowledges that it will be impossible to measure in money the damage to Parent if Shareholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, Parent will not have an adequate remedy at law or in equity. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that Parent has an adequate remedy at law. Shareholder agrees that Shareholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with Parent’s seeking or obtaining such equitable relief. In addition, after discussing the matter with Shareholder, Parent shall have the right to inform any third party that Parent reasonably believes to be, or to be contemplating, participating with Shareholder or receiving from Shareholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of Parent hereunder, and that participation by any such persons with Shareholder in activities in violation of Shareholder’s agreement with Parent set forth in this Agreement may give rise to claims by Parent against such third party.

  • Specific Performance; Remedies Each party acknowledges and agrees that the other party would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any court having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided for herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.

  • Equitable Remedies The parties hereto agree that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by the parties hereto in accordance with their specific terms or conditions or were otherwise breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is not performed in accordance with its terms or conditions or is otherwise breached. It is accordingly hereby agreed that the parties hereto shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other parties and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, such remedy being in addition to and not in lieu of, any other rights and remedies to which the other parties are entitled to at law or in equity.

  • Injunctive and Other Relief Because of the unique character of the services to be rendered by the Executive hereunder, the Executive understands that the Bank would not have an adequate remedy at law for the material breach or threatened breach by the Executive of any one or more of the Executive’s covenants in this Article 7. Accordingly, the Executive agrees that the Bank’s remedies for a breach of this Article 7 include, but are not limited to, (x) forfeiture of any money representing accrued salary, contingent payments, or other fringe benefits (including any amount payable pursuant to Article 4) due and payable to the Executive during the period of any breach by the Executive, and (y) a suit in equity by the Bank to enjoin the Executive from the breach or threatened breach of such covenants. The Executive hereby waives the claim or defense that an adequate remedy at law is available to the Bank and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists. Nothing herein shall be construed to prohibit the Bank from pursuing any other or additional remedies for the breach or threatened breach.

  • Other Remedies; Specific Performance 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 hereto agree that irreparable damage 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. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions 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.

  • Governing Law; Equitable Remedies THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF). The parties hereto 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 was otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts (as defined below), 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 with respect to such remedy are hereby waived by each of the parties hereto. Each party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

  • Attorneys’ Fees; Specific Performance Purchaser shall reimburse the Company for all costs incurred by the Company in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’ fees.

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