Available Remedies. Each party expressly agrees that, consistent with its intention and agreement to be bound by the terms of this Agreement and to consummate the transactions contemplated hereby, subject only to the satisfaction of conditions precedent, the remedy of specific performance shall be available to a non-breaching and non-defaulting party to enforce performance of this Agreement by a breaching or defaulting party, including, without limitation, to require the consummation of the Closing.
Available Remedies. If the parties are unable to resolve the Dispute after following the procedures set forth in this Paragraph 23, the parties are entitled to pursue all their remedies at law and in equity. Notwithstanding the provisions of this Paragraph 23, either party may seek equitable relief at any time without the necessity of first complying with the provisions of this Paragraph 23.
Available Remedies. The Court may do any of the following:
Available Remedies. Third-Party Beneficiary shall forthwith provide CI Plus LLP with a notice of the actual filing of any Third-Party Beneficiary Claims, and shall, at CI Plus LLP’s request, provide copies of material documents to be filed in connection with Third-Party Beneficiary’s initiation or pursuit of such Third-Party Beneficiary Claim. Third-Party Beneficiary’s rights under Third-Party Beneficiary Claim will be limited to:
Available Remedies. If Content Distributor fails to cure such a breach no later than thirty (30) days after receiving the notice from the Adopter Beneficiary, or is not entitled to notice or opportunity to cure under section 11.3.2.1 (ii) above, Adopter Beneficiary shall provide CI Plus LLP with a notice of the actual filing of any Adopter Beneficiary Claims, and shall at CI Plus LLP’s request provide copies of material documents to be filed in connection with Adopter Beneficiary’s initiation, institution or pursuit of such Adopter Beneficiary Claim. Adopter Beneficiary’s rights under Adopter Beneficiary Claim will be limited to claims relating to breach of Section 5 (Encoding Rules) of this Agreement.
Available Remedies. Upon a breach of this Agreement by any Party, the non- breaching Parties shall be entitled to pursue all remedies allowed by law or in equity, including but not limited to those remedies established under the Vested Rights Act, and the exercise of one remedy shall not preclude the exercise of any other remedy.
Available Remedies. Unless otherwise provided herein, the parties may do any of the following: i.) enter non-binding mediation; ii) terminate this Agreement; or iii) seek other remedies at law or in equity.
Available Remedies. Upon Licensor giving Licensee a notice of default under Section 15.2, Licensor may, in its sole discretion, terminate this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee. Licensor may also, in its sole discretion, exercise any one or more of the following additional remedies:
Available Remedies. The Executive acknowledges and agrees that the Executive's employment hereunder was granted by the Company primarily in reliance upon the covenants, agreements, duties, obligations and assurances of the Executive contained herein, and in the event of a breach of any such covenant, agreement, duty, obligation or assurance of the Executive, including a voluntary cessation by Executive of his employment hereunder prior to the Expiration Date, (i) the Company and its Subsidiaries, including their respective businesses and properties, would suffer irreparable damage for which money damages alone would not adequately compensate the Company, and (ii) the Company shall be entitled, in addition to any other remedies and damages available to it, to obtain injunctive relief in the form of a temporary injunction, permanent injunction, restraining order or other comparable remedies in order to prevent or cease the violation of such covenant, agreement, duty, obligation or assurance.
Available Remedies. Seller acknowledges that it would be difficult to fully compensate Buyer or any of its Affiliates or Subsidiaries for damages resulting from any breach by Seller of this Agreement and Seller hereby agrees to stipulate in any proceeding that money damages are insufficient. In the event of any actual or threatened breach of this Agreement, Buyer, its Affiliates and its Subsidiaries shall (in addition to any other remedies which it may have) be entitled to temporary and/or permanent injunctive relief in a court of competent jurisdiction to enforce such provisions and to recover reasonable attorneys’ fees and costs for same, and such relief may be granted without the necessity of proving actual damages; provided that to the extent that Buyer, its Affiliates and its Subsidiaries are unable to obtain injunctive relief, Seller shall remain liable for any and all actual damages incurred by Buyer, its Affiliates or its Subsidiaries as a result of a breach of this Agreement by Seller. The preceding remedies are cumulative and nonexclusive and shall be in addition to any other remedy to which Buyer may be entitled. It is understood by and between the parties hereto that the covenants by Seller set forth in Articles I and II are essential elements of this Agreement and that but for the agreement of Seller to comply with such covenants, Buyer would not have entered into the Stock and Asset Purchase Agreement. Seller further acknowledges that this Agreement as a whole constitutes a material condition to Buyer’s consummation of the transactions contemplated by the Stock and Asset Purchase Agreement and the related documents.
