Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 76 contracts
Samples: Registration Rights Agreement (Claros Mortgage Trust, Inc.), Registration Rights Agreement (Apria, Inc.), Stockholders’ Agreement (Team Health Holdings LLC)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of bond.
Appears in 71 contracts
Samples: Stockholders Agreement (Brixmor Property Group Inc.), Shareholders’ Agreement (CHC Group Ltd.), Stockholders’ Agreement (Summit Materials, Inc.)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of bond.
Appears in 43 contracts
Samples: Stockholders’ Agreement (ESH Hospitality, Inc.), Shareholders Agreement (InterXion Holding N.V.), Stockholders Agreement (SeaWorld Entertainment, Inc.)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of a bond.
Appears in 36 contracts
Samples: Stockholders Agreement (Repay Holdings Corp), Stockholders Agreement (Bakkt Holdings, Inc.), Stockholders Agreement (VPC Impact Acquisition Holdings)
Specific Performance. Each of party agrees with the parties hereto acknowledges and agrees other party that in the event of any breach of this Agreement by any of them, the non-breaching other party would be irreparably harmed and could damaged if any of the provisions of this agreement are not be made whole by monetary damages. Each party accordingly agrees to waive the defense performed in any action for accordance with their specific performance that a remedy at law would be adequate terms and that the partiesmonetary damages would not provide an adequate remedy in such event. Accordingly, in addition to any other remedy to which they the nonbreaching party may be entitled entitled, at law or in equity, the nonbreaching party shall be entitled to compel specific performance injunctive relief to prevent breaches of this Agreementagreement and specifically to enforce the terms and provisions hereof.
Appears in 25 contracts
Samples: Sprint Trademark and Service Mark License Agreement (Alamosa Properties Lp), License Agreement (Unwired Telecom Corp), License Agreement (Alamosa Holdings Inc)
Specific Performance. Each of the The parties hereto acknowledges acknowledge and agrees agree that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party parties would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto shall and do hereby waive the defense in any action for specific performance that a remedy at law would be adequate and that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted hereunder.
Appears in 20 contracts
Samples: Registration Rights Agreement (Motient Corp), Exchange Agreement (Skyterra Communications Inc), Registration Rights Agreement (Skyterra Communications Inc)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in a court of competent jurisdiction.
Appears in 18 contracts
Samples: Lockup Agreement (Motorola Inc), Lockup Agreement (Motorola Inc), Lockup Agreement (Motorola Inc)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel seek specific performance of this AgreementAgreement without the posting of a bond.
Appears in 13 contracts
Samples: Investor Rights Agreement (Alight Group, Inc.), Business Combination Agreement (Altimar Acquisition Corp. II), Shareholders Agreement (Trasimene Trebia, LP)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of any bond.
Appears in 12 contracts
Samples: Stockholders Agreement (Sun Country Airlines Holdings, Inc.), Investor Rights Agreement (PLBY Group, Inc.), Stockholders Agreement (ADT, Inc.)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of a bond.
Appears in 12 contracts
Samples: Confidentiality and Lockup Agreement (Mosaic Acquisition Corp.), Lockup Agreement (Mosaic Acquisition Corp.), Confidentiality and Lockup Agreement (Mosaic Acquisition Corp.)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 9.9.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Omrix Biopharmaceuticals, Inc.), Agreement and Plan of Merger (Icx Technologies Inc), Agreement and Plan of Merger (Checkfree Corp \Ga\)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 11 contracts
Samples: Voting and Support Agreement (Porter Bancorp, Inc.), Tender and Voting Agreement (Flexsteel Industries Inc), Stockholders’ Agreement (Acxiom Corp)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party parties would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly Accordingly, each of the parties hereto agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the other parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled entitled, subject to applicable law, to compel specific performance of this Agreement.
Appears in 10 contracts
Samples: Shareholders Agreement (Symetra Financial CORP), Shareholders Agreement (Symetra Financial CORP), Shareholders Agreement (Symetra Financial CORP)
Specific Performance. Each of the parties hereto party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement in any action instituted in accordance with the provisions of this Agreement.
Appears in 10 contracts
Samples: Stock Purchase Agreement (Dean Health Systems Inc), Stock Purchase Agreement (Dean Health Systems Inc), Stock Purchase Agreement (Dean Health Systems Inc)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (i) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (ii) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 10 contracts
Samples: Stock Voting Agreement, Stock Voting Agreement (Haggar Corp), Stock Voting Agreement (Haggar Corp)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party or parties would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance The parties hereby agree that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, they shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction for such action.
Appears in 9 contracts
Samples: Exchange Rights Agreement (Goldman Sachs Group Lp), Exchange Rights Agreement (Starwood Hotel & Resorts Worldwide Inc), Exchange Rights Agreement (Goldman Sachs Group Lp)
Specific Performance. Each of The Parties acknowledge and agree (i) that each Party would be irreparably harmed by a breach by the parties hereto acknowledges and agrees that in the event other Party of any breach of their obligations under this Agreement by any of them, and (ii) that there would be no adequate remedy at law or damages to compensate the non-breaching party would be irreparably harmed and could not be made whole by monetary damagesParty for any such breach. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and The Parties agree that the parties, in addition to any other remedy to which they may be entitled at law or in equity, non-breaching Party shall be entitled to compel injunctive relief requiring specific performance by the breaching Party of its obligations under this Agreement, and the Parties hereby consent and agree to the entry of such injunctive relief.
Appears in 9 contracts
Samples: Gas Gathering Agreement (Chesapeake Midstream Partners, L.P.), Compression Agreement (Access Midstream Partners Lp), Servicing Agreement (Chesapeake Midstream Partners Lp)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 4.08 hereof.
Appears in 8 contracts
Samples: Tender and Support Agreement (Kenexa Corp), Tender and Support Agreement (Kenexa Corp), Tender and Support Agreement (Victory Park Capital Advisors, LLC)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of bond.
Appears in 8 contracts
Samples: Stockholders’ Agreement (Kodiak Gas Services, Inc.), Stockholders’ Agreement (Frost Phillip Md Et Al), Stockholders’ Agreement (Brauser Michael)
Specific Performance. Each of the parties hereto acknowledges The Parties acknowledge and agrees agree that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance agreed that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they a Party may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in any court of competent jurisdiction.
Appears in 6 contracts
Samples: Proxy Agreement (Voyager Entertainment International Inc), Proxy Agreement (Voyager Entertainment International Inc), Proxy Agreement (Voyager Entertainment International Inc)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 2.09.
Appears in 6 contracts
Samples: Tender and Support Agreement (Icx Technologies Inc), Tender and Support Agreement (Johnson & Johnson), Tender and Support Agreement (Omrix Biopharmaceuticals, Inc.)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto shall waive the defense in any action for specific performance that a remedy at law would be adequate and that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction of such action.
Appears in 6 contracts
Samples: Voting Trust Agreement (JGWPT Holdings Inc.), Voting Trust Agreement (Freescale Semiconductor Inc), Voting Trust Agreement (JGWPT Holdings Inc.)
Specific Performance. Each The parties acknowledge that given the nature of the obligations of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would will be irreparably harmed damaged by a breach of this Agreement. The parties hereto therefore acknowledge and could not be made whole by monetary damages. Each agree that any non-breaching party accordingly agrees hereto may seek specific performance of the provisions hereof and that no party hereto may assert adequacy of a remedy at law as a defense to waive the defense in any an action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreementhereunder.
Appears in 6 contracts
Samples: Stockholders Agreement (Hanover Compressor Co), Stockholders Agreement (Hanover Compressor Co), Stockholders Agreement (Hanover Compressor Co)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party nonbreaching parties would be irreparably harmed and could not be made whole by monetary damages. Each party of the parties hereto accordingly agrees to waive the defense in any action for injunction or specific performance that a remedy at law would be adequate and that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to an injunction or to compel specific performance of this Agreement.
Appears in 6 contracts
Samples: Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.), Restricted Share Unit Agreement (Allmerica Financial Corp), Restricted Stock Agreement (Us Biodefense Inc)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of bond.
Appears in 5 contracts
Samples: Form of Voting Agreement (Ceridian HCM Holding Inc.), Voting Agreement (Ceridian HCM Holding Inc.), Voting Agreement (Cannae Holdings, Inc.)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of a bond.
Appears in 5 contracts
Samples: Shareholder Agreement (FF Top Holding LLC), Shareholders Agreement (Mavenir Private Holdings II Ltd.), Shareholder Agreement (Faraday Future Intelligent Electric Inc.)
Specific Performance. Each of the parties hereto Party acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense Parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would law, and (b) be adequate and that entitled, in the partiesnon-breaching Party’s sole discretion, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with this Section.
Appears in 4 contracts
Samples: Stockholders Agreement, Stockholders Agreement, Stockholders Agreement
Specific Performance. Each of the parties hereto Parties acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agreed that the partiesParties (a) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement; and (b) shall waive, in any action for specific performance, the defense of the adequacy of a remedy at law.
Appears in 4 contracts
Samples: Distribution, License and Manufacturing Agreement (Remedent, Inc.), Distribution, License and Manufacturing Agreement (Remedent, Inc.), Distribution and License Agreement (Remedent, Inc.)
Specific Performance. Each of the parties hereto Party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other Parties would be irreparably harmed and could not be made whole by monetary damages. Each party Party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 4 contracts
Samples: Shareholders Agreement (ReNew Energy Global PLC), Business Combination Agreement (RMG Acquisition Corp. II), Shareholders Agreement (ReNew Energy Global LTD)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party parties would be irreparably harmed and could not be made whole by monetary damages. Each Accordingly, each party accordingly hereto agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the partiesother party, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 4 contracts
Samples: Investor Agreement (Sonera Corp), Investor Agreement (Voicestream Wireless Corp), Investor Agreement (Voicestream Wireless Corp /De)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 2.9.
Appears in 4 contracts
Samples: Tender and Support Agreement (Clarient, Inc), Tender and Support Agreement (General Electric Co), Tender and Support Agreement (Clarient, Inc)
Specific Performance. Each of the parties hereto to this Agreement acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party parties would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly Accordingly, each of the parties to this Agreement agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the other parties, in addition to any other remedy remedies to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 4 contracts
Samples: Catastrophe Equity Securities Issuance Option Agreement (Trenwick Group LTD), Catastrophe Equity Securities Issuance Option Agreement (Lasalle Re Holdings LTD), Catastrophe Equity Securities Issuance Option Agreement (Trenwick America Corp)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party parties would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly Accordingly, each of the parties hereto agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the other parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement pursuant to Section 13(k)(x).
Appears in 3 contracts
Samples: 3 Shareholders Agreement (Western Wireless Corp), Shareholders Agreement (Voicestream Wireless Holding Corp), Shareholders Agreement (Hutchison Whampoa LTD /Wav)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (i) waive, in any action for specific performance that or injunctive relief, the defense of adequacy of a remedy at law would and (ii) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this, or injunctive relief under, this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Carramerica Realty Corp), Agreement and Plan of Merger (Vantas Inc), Agreement and Plan of Merger (Reckson Services Industries Inc)
Specific Performance. Each of the parties hereto Party acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense Parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would law, and (b) be adequate and that entitled, in the partiesnon-breaching Party’s sole discretion, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with this Section 11.12.
Appears in 3 contracts
Samples: Exchange Agreement, Exchange Agreement, Exchange Agreement
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party or parties would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto will waive the defense in any action for specific performance that a remedy at law would be adequate and that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 3 contracts
Samples: Agreement Regarding Stock Sale (Repro Med Systems Inc), Agreement Regarding Stock Sale (Repro Med Systems Inc), Settlement Agreement (Harbrew Imports LTD Corp (NY))
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching other party hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of bond.
Appears in 3 contracts
Samples: Shareholders’ Agreement (Cellu Tissue Holdings, Inc.), Stockholders Agreement (Archstone Inc.), Shareholders’ Agreement (Cellu Tissue Holdings, Inc.)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 9.9 hereof.
Appears in 3 contracts
Samples: Tender and Support Agreement (Collegium Pharmaceutical, Inc), Agreement and Plan of Merger (Biodelivery Sciences International Inc), Agreement and Plan of Merger (Collegium Pharmaceutical, Inc)
Specific Performance. Each of the parties Parties hereto acknowledges and agrees that in the event of any a breach of this Agreement by any of themAgreement, the non-breaching party Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense Parties hereto (i) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (ii) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in respect thereof.
Appears in 3 contracts
Samples: Trademark License Agreement (Montpelier Re Holdings LTD), Trademark License Agreement (Blue Capital Reinsurance Holdings Ltd.), Trademark License Agreement (Blue Capital Reinsurance Holdings Ltd.)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party parties would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly Accordingly, each of the parties hereto agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the other parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Primus Guaranty LTD), Shareholders Agreement (Cga Group LTD), Shareholders Agreement (Cga Group LTD)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any a breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (i) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (ii) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in respect thereof.
Appears in 3 contracts
Samples: Shareholder and Registration Rights Agreement (Blue Capital Reinsurance Holdings Ltd.), Shareholder and Registration Rights Agreement (Montpelier Reinsurance LTD), Shareholder and Registration Rights Agreement (Blue Capital Reinsurance Holdings Ltd.)
Specific Performance. Each of the parties hereto acknowledges and -------------------- agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party nonbreaching parties would be irreparably harmed and could not be made whole by monetary damages. Each party of the parties hereto accordingly agrees to waive the defense in any action for injunction or specific performance that a remedy at law would be adequate and that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to an injunction or to compel specific performance of this Agreement.
Appears in 3 contracts
Samples: Restricted Stock Agreement (Allmerica Financial Corp), Allmerica Financial Corporation Restricted Stock Agreement (Allmerica Financial Corp), Allmerica Financial Corporation Converted Stock Agreement (Allmerica Financial Corp)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAmended and Restated Agreement, the non-breaching party parties would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly Accordingly, each of the parties hereto agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the other parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled entitled, subject to applicable law, to compel specific performance of this Amended and Restated Agreement.
Appears in 2 contracts
Samples: Shareholders Agreement (PMI Mortgage Insurance Co.), Shareholders Agreement (RAM Holdings Ltd.)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted hereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Fahnestock Viner Holdings Inc), Purchase Agreement (Fahnestock Viner Holdings Inc)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 12.06 hereof.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Us Industries Inc /De), Stock and Asset Purchase Agreement (Hubbell Inc)
Specific Performance. Each of the The parties hereto acknowledges and agrees acknowledge that in the event of any breach of the provisions of this Agreement by any of themAgreement, the non-breaching nonbreaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the partiesagreed that, in addition to any other remedy to which they a party may be entitled at law or in equity, the obligations of the parties hereunder shall be entitled specifically enforceable and no party shall take any action to compel impede the others from seeking to enforce such right of specific performance of this Agreementperformance.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ivi Publishing Inc), Plan of Merger (Corvu Corp)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party parties would be irreparably harmed and could not be made whole by monetary damages. Each party of the parties hereto accordingly agrees to waive the defense in any action for injunction or specific performance that a remedy at law would be adequate and that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to an injunction or to compel specific performance of this Agreement.
Appears in 2 contracts
Samples: Shareholders Agreement (Migratec Inc), Restricted Stock Option Agreement for Directors (Energytec Inc)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party Party would be irreparably harmed and could not be made whole by monetary damages. Each party Party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 2 contracts
Samples: ’s Rights Agreement (Autohome Inc.), Investors Rights Agreement (Autohome Inc.)
Specific Performance. Each of the parties hereto Parties acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the Parties will waive the defense in any action for specific performance performance, that a remedy at law would be adequate and that the partiesParties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in any court thereof having jurisdiction of such action.
Appears in 2 contracts
Samples: Stock Exchange Agreement (World Callnet Inc), Stock Exchange Agreement (Worldwideweb Institute Com Inc)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 3.10.
Appears in 2 contracts
Samples: Tender and Support Agreement (Coleman Cable, Inc.), Form of Tender and Support Agreement (Titanium Asset Management Corp)
Specific Performance. Each of the parties Person party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching other Persons party hereto would be irreparably harmed and could not be made whole by monetary damages. Each Person party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and that the partiesPersons party hereto, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of a bond.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FAST Acquisition Corp.), Stockholders Agreement (FAST Acquisition Corp.)
Specific Performance. Each of the parties hereto Parties acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would Party may be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agreed that the partiesParties shall be entitled to seek, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in accordance with any action instituted in accordance with Section 12.10.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Benson Hill, Inc.), Stock Purchase Agreement (Benson Hill, Inc.)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party or parties would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto shall and do hereby waive the defense in any action for specific performance that a remedy at law would be adequate and that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 2 contracts
Samples: Stockholders Agreement (Us Audiotex Corp), Put Agreement (Nordstrom Inc)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themit, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of bond.
Appears in 2 contracts
Samples: Voting Agreement (Malibu Boats, Inc.), Voting Agreement (Malibu Boats, Inc.)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach or threatened breach of this Agreement by any of themAgreement, the non-breaching party or parties would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance The parties hereby agree that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, they shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in any court set forth in Section 7.05.
Appears in 2 contracts
Samples: Shareholders’ Agreement (Patheon N.V.), Shareholders’ Agreement (Patheon Holdings Cooperatief U.A.)
Specific Performance. Each of the parties hereto Party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other Party would be irreparably harmed and could not be made whole by monetary damages. Each party Party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the partiesParties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of bond.
Appears in 2 contracts
Samples: Stockholders’ Agreement (BKV Corp), Stockholders’ Agreement (BKV Corp)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agreed that the partiesparties hereto (a) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in accordance with any action instituted in accordance with Section 9.14 and (b) will waive, in any action for specific performance, the defense of the adequacy of a remedy at law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transcultural Health Develpment, Inc.), Support Agreement (Impsat Fiber Networks Inc)
Specific Performance. Each of the parties hereto Party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other Parties would be irreparably harmed and could not be made whole by monetary damages. Each party Party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 2 contracts
Samples: Registration Rights, Coordination and Put Option Agreement (ReNew Energy Global PLC), Registration Rights, Coordination and Put Option Agreement (ReNew Energy Global PLC)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto will waive the defense in any action for specific performance that a remedy at law would be adequate and that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 2 contracts
Samples: Common Stock Subscription Agreement (L 3 Communications Holdings Inc), Common Stock Subscription Agreement (L 3 Communications Holdings Inc)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.monetary
Appears in 2 contracts
Samples: Registration Rights Agreement (TaskUs, Inc.), Registration Rights Agreement (TaskUs, Inc.)
Specific Performance. Each of the parties hereto acknowledges and party to this agreement hereby irrevocably agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the parties hereto will waive the defense in any action for specific performance that a remedy at law would be adequate and that the partiesparties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 2 contracts
Samples: Shareholders’ Agreement (Wh Holdings Cayman Islands LTD), Shareholders' Agreement Agreement (Herbalife International Inc)
Specific Performance. Each of the parties hereto party acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 8.1.
Appears in 2 contracts
Samples: Purchase Agreement (Carson Inc), Purchase Agreement (Ivax Corp /De)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 9.8 hereof.
Appears in 1 contract
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law Law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of a bond.
Appears in 1 contract
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themLetter Agreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that or other proceeding concerning a Dispute, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Letter Agreement.
Appears in 1 contract
Samples: Letter Agreement (Yahoo Inc)
Specific Performance. Each The parties acknowledge and agree that, as a result of the parties hereto acknowledges and agrees that in the event actual damages a party would sustain by reason of any a breach of this Agreement by any of themAgreement, the non-breaching such party would be irreparably harmed and could not be made whole by monetary damages. Each , and it is accordingly agreed that such party accordingly agrees shall have the right to waive elect, in addition to any and all other remedies at law or in equity, to enforce specific performance under this Agreement, and the non-performing party waives the defense in any such action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreementadequate.
Appears in 1 contract
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.Agreement without the posting of bond. 4.12
Appears in 1 contract
Samples: Stockholders Agreement (Driven Brands Holdings Inc.)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) will be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted hereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Regal Entertainment Group)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of if there is any breach of this Agreement by any of them, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 1 contract
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.Agreement in any action instituted in accordance with Section 9.9 hereof. 9.17
Appears in 1 contract
Samples: Tender and Support Agreement (Biodelivery Sciences International Inc)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agreed that the partiesparties hereto (a) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in accordance with any action instituted in accordance with Section 11.14 and (b) will, and hereby do, waive, in any action for specific performance, the defense of the adequacy of a remedy at law.
Appears in 1 contract
Samples: Stock Purchase and Contribution Agreement (Palace Entertainment Holdings, Inc.)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance agreed that a remedy at law would such parties shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 1 contract
Specific Performance. Each of the parties Party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would other Parties hereto may be irreparably harmed and could may not be made whole by monetary damages. Each party Party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the partiesParties, in addition to any other remedy to which they may be entitled at law Law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of bond.
Appears in 1 contract
Samples: Ag (Innocoll AG)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.Agreement without the posting of any bond. 5.10
Appears in 1 contract
Samples: Stockholders Agreement (ADT Inc.)
Specific Performance. Each of the parties hereto acknowledges The Parties acknowledge and agrees agree that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that (a) the defense breaching Party will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) the non-breaching Party shall be adequate and that the partiesentitled, in addition to any other remedy to which they the non-breaching Party may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with SECTION 11.2 hereof.
Appears in 1 contract
Samples: Purchase Agreement (Heidrick & Struggles International Inc)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (i) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would a law, and (ii) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 1 contract
Samples: Stock Option Agreement (Alcatel)
Specific Performance. Each of the parties Parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party each nonbreaching Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to agreed that the Parties hereto (a) will waive the defense of adequacy of a remedy at law in any action for specific performance that a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any Action instituted in accordance with Section 10.12.
Appears in 1 contract
Specific Performance. Each of the parties hereto party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would law, and (b) be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 11.2.
Appears in 1 contract
Samples: Merger Agreement (Amerigroup Corp)
Specific Performance. Each of the parties hereto Parties acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party Party would be irreparably and immediately harmed and remedy could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agreed that the partiesParties (i) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in accordance with any action instituted in accordance with Section 10(k) and (ii) shall waive, in any action for specific performance, the defense of the adequacy of a remedy at law.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Phelps Dodge Corp)
Specific Performance. Each of the parties party hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each It is accordingly agreed that each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would hereto: (i) shall be adequate and that the partiesentitled, in addition to any other remedy to which they it may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement; and (ii) shall waive, in any action for specific performance, the defense of the adequacy of a remedy at law.
Appears in 1 contract
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (i) shall waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (ii) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement. Section 7.12.
Appears in 1 contract
Samples: Shareholder Agreement (VWR Scientific Products Corp)
Specific Performance. Each of the parties hereto party acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching other party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each It is accordingly agreed that: (i) each party accordingly agrees to waive the defense hereto waives, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (ii) each party shall be adequate and that the partiesentitled, in addition to any other remedy to which they it may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 1 contract
Specific Performance. Each of the parties hereto party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 8.1.
Appears in 1 contract
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party or parties would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance The parties hereby agree that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, they shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in any court set forth in Section 2.05.
Appears in 1 contract
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement in any action instituted in accordance with the terms of this Agreement.
Appears in 1 contract
Specific Performance. Each of the parties hereto party acknowledges and agrees that in the event of any material breach of this Agreement by any of them, for which the non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each , such non-breaching party accordingly agrees shall be entitled to waive the defense in any action for specific performance that a remedy at law would be adequate and that the partiesto injunctive relief against further violations, in addition to as well as any other remedy to which they may be entitled remedies available at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 1 contract
Samples: Preemptive Rights Agreement (Global Ship Lease, Inc.)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party parties would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly Accordingly, each of the parties hereto agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the other parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement pursuant to Section 14(k)(x).
Appears in 1 contract
Samples: Shareholders Agreement (Voicestream Wireless Holding Corp)
Specific Performance. Each of the parties party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party hereto accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of bond.
Appears in 1 contract
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (i) shall waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (ii) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Appears in 1 contract
Specific Performance. Each of the parties hereto acknowledges The Parties acknowledge and agrees agree that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that (a) the defense breaching Party will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) the non-breaching Party shall be adequate and that the partiesentitled, in addition to any other remedy to which they the non-breaching Party may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 11.2 hereof.
Appears in 1 contract
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement without the posting of bond, in addition to all other remedies to which such non-breaching party may be entitled at law or in equity.
Appears in 1 contract
Samples: Registration Rights Agreement (ClubCorp Holdings, Inc.)
Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.Agreement in any action instituted in accordance with Section 7.8 hereof. SECTION 8.11
Appears in 1 contract
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties hereto (a) will waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) shall be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 10.7.
Appears in 1 contract
Specific Performance. Each of the The parties hereto acknowledges and agrees acknowledge that in the event of any breach of the provisions of this Agreement by any of themAgreement, the non-breaching nonbreaching party would be irreparably harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the partiesagreed that, in addition to any other remedy to which they a party may be entitled at law or in equity, the obligations of the parties hereunder shall be entitled specifically enforceable and no party shall take any action to compel impede the other from seeking to enforce such right of specific performance of this Agreementperformance.
Appears in 1 contract
Samples: Standstill Agreement (Imax Corp)
Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agreed that the partiesparties hereto (a) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in accordance with any action instituted in accordance with Section 10.15 and (b) will waive, in any action for specific performance, the defense of the adequacy of a remedy at law.
Appears in 1 contract
Specific Performance. Each of the parties hereto party acknowledges and agrees that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 8.1.
Appears in 1 contract
Samples: Purchase Agreement (Superior National Insurance Group Inc)
Specific Performance. Each of the parties hereto party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would law, and (b) be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 10.1.
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Samples: Merger Agreement (Amerigroup Corp)
Specific Performance. Each of the parties hereto party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching each nonbreaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive agreed that the defense parties will (a) waive, in any action for specific performance that performance, the defense of adequacy of a remedy at law would and (b) be adequate and that the partiesentitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in any action instituted in accordance with Section 10.2.
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Specific Performance. Each of the parties hereto acknowledges and agrees that that, in the event of any breach of this Agreement by any of themAgreement, the non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Each party It is accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agreed that the partiesparties hereto (i) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this AgreementAgreement in accordance with any action instituted in accordance with Section 10.16 and (ii) will waive, in any action for specific performance, the defense of the adequacy of a remedy at law.
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Samples: Asset and Stock Purchase Agreement (Phelps Dodge Corp)
Specific Performance. Each of the parties hereto acknowledges The Parties acknowledge and agrees agree that in the event of any breach of this Agreement by any of themAgreement, the non-breaching party Party would be irreparably harmed and could not be made whole solely by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance The Parties hereby agree that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they any Party may be entitled at law or in equity, to the extent permitted by applicable law, the Parties shall be entitled to obtain an injunction or compel specific performance of this AgreementAgreement in any action instituted in any Court.
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