Common use of Specific Performance; Remedies Clause in Contracts

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. (a) The parties hereto Parties agree that irreparable damage harm would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not to be performed in accordance with their the terms hereof (including failing to take such actions as are required of them hereunder to consummate the Merger), that the right of specific terms performance is an integral part of this Agreement and that without that right neither the Company nor Parent or were otherwise breachedMerger Sub would have entered into this Agreement and that, except as expressly provided set forth in Section 8.4(b), the following sentence. It is accordingly agreed that the parties hereto shall Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and or to enforce specifically the terms and provisions of this Agreement in the Chancery Court performance of the State terms hereof without proof of Delaware located damages or otherwise, in Wilmington, Delaware and addition to any state appellate court therefrom located other remedies to which they are entitled at Law or in Wilmington, Delaware, or, if no such state court has proper jurisdiction, equity. Each of the Federal District Court located in Wilmington, Delaware, and Parties hereby waives any appellate court therefrom, and, defenses in any action for specific performance, each party waives including the defense of adequacy of that a remedy at law Law would be adequate. Except as otherwise provided herein, all remedies available under this Agreement, at Law or otherwise, will be deemed cumulative and waives not alternative or exclusive of other remedies. The exercise by any requirement for Party of a particular remedy will not preclude the securing or posting exercise of any bond other remedy. Notwithstanding the foregoing, each of the Parties agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing Commitments or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and in each case appellate courts thereof), provided, however that if the action, cause of action, claim, cross-claim or third party claim involves no Financing Sources other than Financing Sources who are party to the Preferred Financing, then such action, cause of action, claim, cross-claim or third-party claim will be subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any jurisdiction of the provisions Delaware Court of this Agreement Chancery or, if under applicable law such court does not have jurisdiction, other Delaware state court or any Federal court located in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 State of Delaware of other (and pursuing damages after such terminationin each case appellate courts thereof), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. (a) The parties hereto agree that irreparable damage would occur and Parties to this Agreement each acknowledge that the parties Buyer, the Seller and the Company would not have any adequate remedy at law be irreparably damaged in the event that any of the provisions of this Agreement were not performed in accordance with their specific the terms or were otherwise breachedhereof and the Parties further agree that such damage could not be adequately remedied by the payment of money damages. Accordingly, except as expressly provided in (i) the following sentence. It is accordingly agreed that the parties hereto Buyer shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity without posting any bond and without proving that monetary damages would be inadequate, and (ii) subject to Section 8.02(b), the Seller and the Company shall be entitled, without posting any bond and without proving that monetary damages would be inadequate, to an injunction or injunctions to prevent breaches of this Agreement and by the Buyer or Griffon or to enforce specifically the terms and provisions of this Agreement and the Equity Commitment Letter in each case only to prevent breaches of or enforce compliance with (x) the Buyer’s and Griffon’s covenants and agreements contained in Article VII hereof (other than Section 7.05(b) and any requirement of Griffon to consummate the funding contemplated by the Equity Commitment Letter) and (y) those covenants and agreements of the Buyer that require the Buyer to consummate the purchase of the Shares or require Griffon to consummate the funding contemplated by the Equity Commitment Letter, only if in the Chancery Court case of this clause (y), the financing provided for in the Debt Commitments Letters (or any Replacement Commitments) is available to be drawn down by the Buyer pursuant to the terms of the State applicable agreements but is not so drawn down as a result of Delaware located the Buyer refusing to do so in Wilmingtonbreach of this Agreement, Delaware Griffon’s refusal to provide the funding contemplated by the Equity Commitment Letter or Buyer’s refusal to call the funding commitment contemplated by the Equity Commitment Letter. In the circumstances in which any Party is entitled to specific performance, the other Parties shall not oppose, argue, contend or otherwise be permitted to raise as a defense that an adequate remedy at law exists or that injunctive relief is inappropriate or unavailable. If the financing provided for in the Debt Commitments Letters is available to be drawn down by the Buyer pursuant to the terms of the applicable agreements but is not so drawn down as a result of the Buyer refusing to do so in breach of this Agreement, Griffon’s refusal to consummate the funding contemplated by the Equity Commitment Letter or Buyer’s refusal to call such funding commitment, it is explicitly agreed that (A) the Company and/or the Seller shall be entitled to cause the Buyer to fully enforce the terms of the Equity Commitment Letter against Griffon (including by directly filing, and/or demanding that Buyer file, one or more lawsuits against Griffon to fully enforce Griffon’s obligations thereunder) and any state appellate court therefrom located in Wilmington, Delaware, (B) the Company and/or the Seller shall be entitled to cause the Buyer to enforce the terms of the Debt Commitment Letters (or, if no such state court has proper jurisdictionreplacement financing is being used, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 the Replacement Commitment), including by demanding Buyer to file one or pursue any other remedies under this Agreement that may be available at any timemore lawsuits against the sources of the Debt Financing to fully enforce such sources’ obligations thereunder and Buyer’s rights thereunder.

Specific Performance; Remedies. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that (a) the parties hereto shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches or threatened or anticipated breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts described in Section 9.7, without proof of damages or otherwise, and (b) the right of specific performance is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. Each of the parties agrees that it waives the defense of adequacy of a remedy at law and will not oppose the granting of an injunction or injunctions, specific performance or other equitable relief on the basis that the other parties have an adequate remedy at law or equity. The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of accordance with this Section 9.9 shall not be required to provide any bond or other security in connection with any such remedyorder or injunction. Notwithstanding anything herein to the contrary, the parties agree that, prior to the termination of this being in addition to any other remedy to which they are entitled at law or in equity (Agreement, the Company may, subject to the limitations set forth in terms of this Agreement). The parties hereto further agree that (i) by seeking , seek an injunction, specific performance or other equitable relief to cause Parent and/or Merger Sub to enforce the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any terms of the provisions of this Agreement or Equity Commitment Letter (solely in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or its capacity as a condition third party beneficiary under the Equity Commitment Letter) and Parent’s and/or Merger Sub’s respective obligations to exercising any termination right under Article 8 (consummate the Offer and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement Merger in accordance with the terms and subject to the conditions of Article 8 this Agreement, if, and only if: (i) all Offer Conditions and conditions set forth in Section 7.1, as applicable, were satisfied (other than those conditions that by their nature are to be satisfied at the Closing or pursue any the Effective Time, each of which is capable of being satisfied at such time); (ii) the Company has irrevocably confirmed to Parent in writing that it is prepared to consummate the Closing if Parent and/or Merger Sub performs their respective obligations to consummate the Offer and the Merger; and (iii) Parent fails to consummate the Offer and the Closing by the date that is three (3) Business Days after the later of (x) the first date upon which Parent would have been required to consummate the Offer pursuant to Section 2.1 and (y) the date of delivery of such notice, and at all times during such three (3) Business Day period the Company stood ready, willing and able to consummate the Closing and the other remedies under transactions contemplated by this Agreement that may be available at any timeAgreement.

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court any court of the State of Delaware located or any Federal court sitting in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, the State of Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delawarewithout proof of actual damages, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives to waive any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement), other than as limited hereunder. The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.099.15, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 9.15 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 9.15 shall require any party hereto to institute any Proceeding proceeding for (or limit any party’s right to institute any Proceeding proceeding for) specific performance under this Section 9.09 9.15 prior or as a condition to exercising any termination right under Article 8 VIII (and pursuing damages after such termination), nor shall the commencement of any Legal Proceeding pursuant to this Section 9.09 9.15 or anything set forth in this Section 9.09 9.15 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 VIII or pursue any other remedies under this Agreement that may be available at then or thereafter. Notwithstanding anything to the contrary in this Agreement, all Costs of the Company, Parent and Merger Sub incurred in connection with any timeaction brought by the Company, Parent or Merger Sub relating to the terms and provisions of this Agreement provided for in the foregoing sentence shall be paid by the Company in the event that Parent is successful on the merits in such action and shall be paid by Parent in the event that the Company is successful on the merits in such action. Notwithstanding anything in this Agreement to the contrary, none of the Financing Sources shall have any liability to the Company or any of its controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, general or limited partners, stockholders, and shall not be obligated to any of them, or anyone claiming by or through them, to pay consequential, special, multiple, punitive or exemplary damages including, but not limited to, damages arising from loss of profits, business opportunities or goodwill in respect of any breach or failure to comply with this Agreement or in respect of any of the Transactions (including the Financing and the Commitment Letter).

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. The (a) Subject to Section 11.05, Section 11.10(b) and Section 11.10(c), the parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed agreed, subject to Section 11.05, Section 11.10(b) and Section 11.10(c), that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, or if such federal court does not have jurisdiction, any court of the State of Delaware having jurisdiction and located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The Subject to Section 11.10(c), the parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.0911.10, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 11.10 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 11.10 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 11.10 prior or as a condition to exercising any termination right under Article 8 9 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 11.10 or anything set forth in this Section 9.09 11.10 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 9 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. The parties hereto hereby acknowledge and agree that irreparable damage injury for which monetary damages, even if available, would not be an adequate remedy would occur and that the parties would not have any adequate remedy at law in the event that any of party fails to perform its agreements and covenants hereunder, including its failure to take all actions necessary to consummate the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) transactions contemplated by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue this Agreement, and that the parties shall be entitled to specific performance in such event (in addition to any other remedies under remedy at Law or in equity), and to thereafter cause the Transaction and the other transactions contemplated by this Agreement to be consummated on the terms and subject to the conditions set forth herein. Each of the parties hereto hereby waives (i) any defenses in any action for specific performance that may a remedy at Law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. If any party brings any action to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (x) the amount of time during which such action is pending, plus 20 Business Days or (y) such other time period established by the court presiding over such action. The parties agree that, if a court of competent jurisdiction has declined to specifically enforce the obligation of either IPH or Seller, as applicable, to consummate the transactions contemplated by this Agreement (including, without limitation, Seller’s obligations under Section 5.24) pursuant to a claim for specific performance brought against either IPH or Seller, as applicable, pursuant to this Section 11.11 but has found that a IPH Termination Fee Event or a Seller Termination Fee Event has occurred, no later than 2 Business Days after such determination, IPH shall pay to Seller or Seller shall pay to IPH, as applicable, the Termination Fee (by wire transfer in immediately available at any timefunds to an account specified by Purchase or Seller, as applicable). The parties hereto acknowledge that the Termination Fee shall not constitute a penalty but is liquidated damages, in a reasonable amount that will compensate the party receiving such funds in the form of a termination fee in the circumstances in which the Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision.

Specific Performance; Remedies. The parties hereto (a)The Parties agree that irreparable damage harm would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not to be performed in accordance with their the terms hereof (including failing to take such actions as are required of them hereunder to consummate the Merger), that the right of specific terms performance is an integral part of this Agreement and that without that right neither the Company nor Parent or were otherwise breachedMerger Sub would have entered into this Agreement and that, except as expressly provided set forth in Section 8.4(b), the following sentence. It is accordingly agreed that the parties hereto shall Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and or to enforce specifically the terms and provisions of this Agreement in the Chancery Court performance of the State terms hereof without proof of Delaware located damages or otherwise, in Wilmington, Delaware and addition to any state appellate court therefrom located other remedies to which they are entitled at Law or in Wilmington, Delaware, or, if no such state court has proper jurisdiction, equity. Each of the Federal District Court located in Wilmington, Delaware, and Parties hereby waives any appellate court therefrom, and, defenses in any action for specific performance, each party waives including the defense of adequacy of that a remedy at law Law would be adequate. Except as otherwise provided herein, all remedies available under this Agreement, at Law or otherwise, will be deemed cumulative and waives not alternative or exclusive of other remedies. The exercise by any requirement for Party of a particular remedy will not preclude the securing or posting exercise of any bond other remedy. Notwithstanding the foregoing, each of the Parties agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing Commitments or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and in each case appellate courts thereof), provided, however that if the action, cause of action, claim, cross-claim or third party claim involves no Financing Sources other than Financing Sources who are party to the Preferred Financing, then such action, cause of action, claim, cross-claim or third-party claim will be subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any jurisdiction of the provisions Delaware Court of this Agreement Chancery or, if under applicable law such court does not have jurisdiction, other Delaware state court or any Federal court located in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 State of Delaware of other (and pursuing damages after such terminationin each case appellate courts thereof), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (ia) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (iib) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. The parties hereto Parties agree that irreparable damage would occur and that the parties Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court any court of the State of Delaware located or any Federal court sitting in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, the State of Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delawarewithout proof of actual damages, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives to waive any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement), other than as limited hereunder. The parties Parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.099.15, a party Party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement Party (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 9.15 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 9.15 shall require any party hereto Party to institute any Proceeding proceeding for (or limit any partyParty’s right to institute any Proceeding proceeding for) specific performance under this Section 9.09 9.15 prior or as a condition to exercising any termination right under Article 8 VIII (and pursuing damages after such termination), nor shall the commencement of any Legal Proceeding pursuant to this Section 9.09 9.15 or anything set forth in this Section 9.09 9.15 restrict or limit any partyParty’s right to terminate this Agreement in accordance with the terms of Article 8 VIII or pursue any other remedies under this Agreement that may be available at any timethen or thereafter.

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that (a) If the parties would Closing shall not have occurred because of a breach by any adequate remedy at law Buyer Party of its obligations under this Agreement and all of the conditions set forth in Article 7 to the event that any Buyer Parties’ obligations have either been satisfied or previously waived (or would have been satisfied or are capable of being satisfied but for such breach of such Buyer Party’s obligations under this Agreement), then the Debtors shall have the right to seek (in a court of competent jurisdiction as set forth in Section 11.12) an order to specifically enforce the provisions of this Agreement were to which such breach applies and, in any event, to specifically enforce the Closing to occur (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity (but subject to Section 11.16(b) below). If the Closing shall not performed have occurred because of a breach by any Debtor of its obligations under this Agreement and all of the conditions set forth in accordance Article 8 to the Debtors’ obligations have either been satisfied or previously waived (or would have been satisfied or are capable of being satisfied but for such breach of such Debtor’s obligations under this Agreement), then the Buyer Parties shall have the right to seek (in a court of competent jurisdiction as set forth in Section 11.12) an order to specifically enforce the provisions of this Agreement to which such breach applies and, in any event, to specifically enforce the Closing to occur (without any requirement to post any bond or other security in connection with their specific terms seeking such relief), in addition to any other remedy at law or were otherwise breached, except as expressly provided in the following sentenceequity for a Willful Breach. It is accordingly agreed that the The parties hereto shall be entitled agree not to an injunction or injunctions raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Agreement by the Debtors, on the one hand, or the Buyer Parties, on the other hand, and to specifically enforce specifically the terms and provisions of this Agreement in to prevent breaches or threatened breaches of, or to enforce compliance with, the Chancery Court covenants and obligations of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in parties under this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. (a) The parties hereto Parties acknowledge and agree that (i) irreparable damage for which monetary damages, even if available, may not be an adequate remedy would occur and that the parties would not have any adequate remedy at law in the event that any of the Parties do not perform the provisions of this Agreement were not performed (including any Party failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breachedbreach such provisions; (ii) the Parties will be entitled, except as expressly provided in addition to any other remedy to which they are entitled at law or in equity, to seek an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the following sentenceterms and provisions hereof; (iii) the provisions of Section 9.2 may not adequately compensate the Parties for the harm that would result from a breach of this Agreement, and will not be construed to diminish or otherwise impair in any respect any Party’s right to seek an injunction, specific performance and other equitable relief; and (iv) the right to seek specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, neither Seller nor Purchaser would have entered into this Agreement. It is accordingly agreed that the parties hereto shall be entitled to Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no connection with such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delawareinjunction or enforcement, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and Party irrevocably waives any requirement for right that it may have to require the securing obtaining, furnishing or posting of any such bond in connection with such remedy, this being in addition to any or other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement)security. The parties hereto Parties further agree that (i1) by seeking the remedies provided for in this Section 9.0911.11, a party Party shall not in any respect waive its right to seek any other form of relief that may be available to a party Party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not grantedAgreement, and (ii2) nothing set forth in this Section 9.09 11.11 shall require any party hereto Party to institute any Proceeding proceeding for (or limit any party’s right to institute any Proceeding proceeding for) specific performance under this Section 9.09 11.11 prior or as a condition to exercising any termination right under Article 8 IX (and pursuing damages after such termination), nor shall the commencement of any Proceeding Action pursuant to this Section 9.09 11.11 or anything set forth in this Section 9.09 11.11 restrict or limit any partyParty’s right to terminate this Agreement in accordance with the terms of Article 8 IX or pursue any other remedies under this Agreement that may be available at any timethen or thereafter.

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were or any Transaction Document are not performed in accordance with their specific terms or were are otherwise breached, except as expressly provided in including if the following sentenceparties hereto fail to take any action required of them hereunder to consummate this Agreement. It is accordingly agreed that that, in addition to any other applicable remedies at law or equity, the parties hereto and the third party beneficiaries of this Agreement shall be entitled to seek and obtain an injunction or injunctions injunctions, without proof of damages, to prevent breaches of this Agreement or any Transaction Document and to enforce specifically the terms and provisions of this Agreement in and any Transaction Document. If any party brings any action to enforce specifically the Chancery Court performance of the State of Delaware located in Wilmington, Delaware terms and provisions hereof by any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdictionother party, the Federal District Court located in Wilmingtonparty bringing such action may unilaterally extend the Outside Date (notwithstanding the termination provisions of Section 2.1), Delawareso long as the party bringing such action is seeking a court order for an injunction or injunctions or to specifically enforce the terms and provisions of this Agreement. Each party hereto agrees that it will not oppose the granting of an injunction, and any appellate court therefrom, and, in any action for specific performance, each performance or other equitable relief on the basis that (i) the other party waives the defense of adequacy of a has an adequate remedy at law and waives or (ii) an award of specific performance is not an appropriate remedy for any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled reason at law or in equity (subject equity. Each of the parties hereto hereby waives any requirement under any law to post a bond or other security as a prerequisite to obtaining equitable relief. Notwithstanding anything to the limitations contrary herein, no party shall be entitled to specific performance to enforce the other party’s obligation to consummate the Transaction unless (i) all conditions to the other party’s obligation to close set forth in this AgreementSection 7.1 or 7.2, as the case may be, have been satisfied or waived (other than those to be satisfied at Closing, but subject to such conditions being capable of being satisfied at Closing). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth the party seeking to enforce such obligation stands ready and willing to close the Transaction and (iii) in this Section 9.09 shall require any party hereto the case of a suit by Seller or the Company seeking to institute any Proceeding for (enforce Buyer’s obligation to consummate the Transaction, the Financing has been funded or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement will be funded in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available thereof at any timethe Closing.

Specific Performance; Remedies. The parties hereto acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any breach of the provisions terms of this Agreement were would give rise to irreparable harm for which money damages would not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is be an adequate remedy and accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmingtonagree that, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy remedies, each shall be entitled to which they are entitled at law or in equity (subject to enforce the limitations set forth in terms of this Agreement)Agreement and the Amalgamation Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy. The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09Notwithstanding anything herein, a party shall not including in any respect waive its right exhibit hereto or document to seek any other form of relief be entered into in connection herewith, that may be available to a the contrary, (a) in no event shall any party under this Agreement (including monetary damages) for breach of hereto or any of their Subsidiaries or their affiliates have any right to, nor shall they, execute upon, seize or take any other action to substantially similar effect with respect to, and each party hereto shall cause its respective Subsidiaries and their affiliates not to, and not permit its respective Subsidiaries and their affiliates to, execute upon, seize or take any other action to substantially similar effect with respect to, for any reason, any asset or right held pursuant to the provisions Pledge and Escrow Procedures, including the Pledged Shares and the Escrow Fund, including in connection with any breach or alleged breach by any party hereto of this Agreement or in any other agreement contemplated hereby (including the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available agreements, instruments, certificates, orders and other documents contemplated to be entered into or otherwise are not grantedexecuted and delivered pursuant to the Pledge and Escrow Procedures), and other than to enforce such agreements in accordance with their terms (it being understood that in no event shall (i) Buyer, Newco or any of their Subsidiaries or their affiliates have any right to execute upon, seize or take any action to substantially similar effect with respect to the Pledged Shares or (ii) nothing set forth the Company or any of its Subsidiaries or their affiliates have any right to execute upon, seize or take any other action to substantially similar effect with respect to the Escrow Fund) and (b) each party hereto shall, and shall cause its Subsidiaries and their affiliates to, use all reasonable efforts to cause all assets and rights held pursuant to the Pledge and Escrow Procedures, including those referred to in clause (a) of this sentence, to be promptly released from escrow or pledge to the extent contemplated by the terms of such agreements at the times contemplated by such agreements, and if despite such parties’ reasonable efforts to cause such release by such time, such release does not occur, to continue to use all reasonable efforts to cause such release as soon as possible thereafter; provided, however, that, notwithstanding the foregoing, (A) the Company and its applicable Subsidiaries shall be entitled to take action against the Escrow Fund, and the Company shall not be required to comply with clause (b) of this Section 9.09 shall require any party hereto to institute any Proceeding for (11.7, if Buyer or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior Newco breaches or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding violates its obligations pursuant to this Section 9.09 11.7 to (i) not execute upon, seize or anything set forth in take any other action to substantially similar effect with respect to the Pledged Shares or (ii) cause its respective Subsidiaries and their affiliates not to, or not permit its respective Subsidiaries and their affiliates to, do the same and (B) Buyer and Newco shall be entitled to take action against the Pledged Shares, and Buyer and Newco shall not be required to comply with clause (b) of this Section 9.09 restrict 11.7, if the Company breaches or limit violates its obligations pursuant to this Section 11.7 to (i) not execute upon, seize or take any partyother action to substantially similar effect with respect to the Escrow Fund or (ii) cause its Subsidiaries and their affiliates not to, or not permit its Subsidiaries and their affiliates to, do the same (it being understood that the Company’s right taking, or causing or permitting to terminate this Agreement be taken, any such action (x) for purposes of enforcing such agreements referred to above in accordance with their terms or (y) following any violation or breach by Buyer or Newco of this Section 11.7, would be deemed not to be a breach or violation by the terms Company of Article 8 or pursue any other remedies its obligations under this Agreement Section 11.7). Each party hereto acknowledges and agrees that may the other parties would be available at irreparably harmed by any timeviolation or attempted violation of the foregoing matter, and in any such case, the parties hereto would be entitled to equitable and injunctive relief and punitive, consequential and other special damages as result thereof.

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court for the District of Delaware located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, granted and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal court of the District Court of Delaware located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding proceeding for (or limit any party’s right to institute any Proceeding proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance; Remedies. The parties hereto hereby acknowledge and agree that irreparable damage injury for which monetary damages, even if available, would not be an adequate remedy would occur and that the parties would not have any adequate remedy at law in the event that any of party fails to perform its agreements and covenants hereunder, including its failure to take all actions necessary to consummate the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) transactions contemplated by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue this Agreement, and that the parties shall be entitled to specific performance in such event (in addition to any other remedies under remedy at Law or in equity), and to thereafter cause the Transaction and the other transactions contemplated by this Agreement to be consummated on the terms and subject to the conditions set forth herein. Each of the parties hereto hereby waives (i) any defenses in any action for specific performance that may a remedy at Law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. If any party brings any action to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (x) the amount of time during which such action is pending, plus 20 Business Days or (y) such other time period established by the court presiding over such action. The parties agree that, if a court of competent jurisdiction has declined to specifically enforce the obligation of either IPH or Seller, 104 as applicable, to consummate the transactions contemplated by this Agreement (including, without limitation, Seller’s obligations under Section 5.24) pursuant to a claim for specific performance brought against either IPH or Seller, as applicable, pursuant to this Section 11.11 but has found that a IPH Termination Fee Event or a Seller Termination Fee Event has occurred, no later than 2 Business Days after such determination, IPH shall pay to Seller or Seller shall pay to IPH, as applicable, the Termination Fee (by wire transfer in immediately available at any timefunds to an account specified by Purchase or Seller, as applicable). The parties hereto acknowledge that the Termination Fee shall not constitute a penalty but is liquidated damages, in a reasonable amount that will compensate the party receiving such funds in the form of a termination fee in the circumstances in which the Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision.

Specific Performance; Remedies. The parties hereto Parties agree that irreparable damage injury for which monetary damages, even if available, would not be an adequate remedy, would occur and that the parties would not have any adequate remedy at law in the event that any of the Parties hereto does not perform any of the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breachedbreach such provisions. Accordingly, except as expressly provided in the following sentence. It is accordingly agreed Parties acknowledge and agree that each of the parties hereto Parties shall be entitled to an injunction, specific performance and other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof and thereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court having jurisdiction related to this Agreement as provided in Section 10.07 shall be entitled to such an injunction without the Chancery Court necessity of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing demonstrating damages or posting of any a bond or other security in connection with any such remedy, this being in addition injunction. To the extent any Party brings a Proceeding to any other remedy to which they are entitled at law or in equity (subject to enforce specifically the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any performance of the terms and provisions of this Agreement or in the event (other than an action to specifically enforce only provision(s) that expressly survive termination of this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not Agreement) when available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any to such party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 10.09, the Outside Date shall automatically be extended to the later of: (i) the twentieth (20th) Business Day following the resolution of such Proceeding, or anything set forth in this Section 9.09 restrict (ii) such other time period established by the court presiding over such Proceeding. Each of Parent, Silk USA and Merger Sub, on the one hand, and the Company, on the other hand, hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or limit any party’s right to terminate restrain breaches or threatened breaches of this Agreement in accordance with by Parent, Silk USA or Merger Sub, or the Company, as applicable, and to specifically enforce the terms and provisions of Article 8 this Agreement to prevent breaches or pursue any other remedies threatened breaches of, or to enforce compliance with, the covenants and obligations of Parent, Silk USA or Merger Sub, or the Company, as applicable, under this Agreement that may be available at any timeAgreement.

Specific Performance; Remedies. (a) The parties hereto agree that irreparable damage would occur and Parties each acknowledge that the parties would not have any adequate remedy at law 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 violates or fails or refuses to perform any covenant or agreement made by it in this Agreement, the non-breaching Party may be without an adequate remedy at law. The Parties agree, therefore, that in the event that any Party violates or fails or refuses to perform any covenant or agreement made by such Party in this Agreement, any non-breaching Party may, subject to the terms of this Agreement, institute and prosecute an Action to enforce specific performance of such covenant or agreement, and this right shall include the right of Seller to cause Buyer (as a third party beneficiary of the provisions Debt Commitment Letter) to fully enforce the terms of the Debt Commitment Letter and the definitive Debt Financing documents against the Debt Financing Sources to the fullest extent permissible pursuant to the Debt Commitment Letter and the definitive Debt Financing documents, as applicable, and to thereafter cause the transactions contemplated by this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the parties hereto shall to be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically consummated on the terms and provisions of this Agreement in subject to the Chancery Court conditions set forth herein. Each of the State of Delaware located in Wilmington, Delaware and Parties hereby waives (a) any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, defenses in any action for specific performance, each party waives including the defense of adequacy of that a remedy at law Law would be adequate and waives (b) any requirement for the securing under any Law to post a bond or posting of any bond in connection with such remedy, this being in addition other security as a prerequisite to any other remedy to which they are entitled at law or in equity (subject obtaining equitable relief. Notwithstanding anything to the limitations set forth contrary in this Agreement). The parties hereto further agree , it is explicitly agreed that (i) by seeking the remedies provided for in this Section 9.09, a party prior to Closing Seller shall not in any respect waive its right be entitled to seek any other form specific performance of relief that may be available Buyer’s obligation to a party under this Agreement (including monetary damages) for breach of any enforce the terms of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement Equity Commitment Letters in accordance with the terms of Article 8 or pursue any other remedies under thereof to cause the Equity Financing to be funded, cause the Closing Payment to be funded and to cause Buyer to consummate the transactions contemplated by this Agreement, including to effect the Closing in accordance with Section 9.1 on the terms and subject to the conditions set forth in this Agreement only in the event that may (i) all of the conditions set forth in Article VIII have been satisfied (other than those conditions that by their nature are to be available satisfied at any timethe Closing, but subject to those conditions being capable of being satisfied at the Closing), (ii) the Debt Financing (or, if alternative debt financing is being used as contemplated by and in accordance with Section 6.16, pursuant to the commitments with respect thereto) has been funded or the Debt Financing Sources have confirmed in writing that the Debt Financing will be funded at the Closing, (iii) Buyer fails to complete the Closing by the date the Closing is required to have occurred pursuant to Section 9.1 and (iv) Seller has confirmed in writing that if specific performance is granted and the Equity Financing and Debt Financing are funded, then Seller will take such actions within its control to cause the Closing to occur.

Specific Performance; Remedies. The parties hereto Parties agree that irreparable damage would occur and that the parties would not have if any adequate remedy at law in the event that any of the provisions provision of this Agreement were was not performed in accordance with their specific the terms hereof or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed breached and that the parties hereto Parties shall be entitled (without the requirement to post a bond or other security) to an injunction or injunctions to prevent breaches and threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at Law or in equity. The Parties agree not to assert that a remedy of injunctive relief, specific performance or other equitable relief is unenforceable, invalid, contrary to law or inequitable for any reason, 129 nor to assert that a remedy of monetary damages would provide an adequate remedy. The Parties agree that, notwithstanding anything herein to the contrary, Sphinx shall only be entitled to seek or obtain any injunction, specific performance or any other equitable relief requiring Arion or Arion Opco to cause the Arion Entities to consummate the transactions contemplated hereby, including to effect the Closing in equity (accordance with Section 8.1, on the terms and subject to the limitations set forth conditions in this Agreement). The parties hereto further agree that , if and only if: (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has not been validly terminated or in the event that the remedies provided for in this accordance with Section 9.09 are not available or otherwise are not granted10.1, and (ii) nothing set forth all conditions in this Section 9.09 shall require any party hereto 7.1 and Section 7.3 have been satisfied as of the date on which the Closing would otherwise be required to institute any Proceeding for occur (other than those conditions that by their terms are to be satisfied on the Closing Date, provided that such conditions will be satisfied as of the Closing Date if the Closing were to occur), (iii) Arion fails to complete the Closing by the date the Closing would otherwise be required to have occurred pursuant to Section 8.1, (iv) the Debt Financing (or limit any party’s right alternative financing in accordance with, and satisfies the conditions of, Section 6.16) has been funded or would be funded (or, if such Debt Financing has been funded into escrow, such funds have been or will be released from escrow at the Closing) if the Closing were to institute any Proceeding foroccur and (v) Sphinx has irrevocably confirmed in writing to Arion that Sphinx is prepared, able and would take such actions required of it by this Agreement to effect the Closing upon the funding of the Debt Financing. The election of Sphinx to pursue an injunction or specific performance shall not restrict, impair or otherwise limit Sphinx from subsequently seeking to terminate this Agreement and seeking to collect the Termination Fee pursuant to Section 10.3(b); provided, however, that under this Section 9.09 prior no circumstances shall Sphinx be permitted or as entitled to receive both a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall grant of specific performance resulting in the commencement consummation of any Proceeding the transactions contemplated hereby pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right 11.7 and the payment of the Termination Fee. In the event that Sphinx elects to terminate concurrently pursue a remedy of specific performance for the consummation of the transactions contemplated by this Agreement and a remedy for money damages against the Arion Entities (including payment of the Termination Fee), Arion shall be entitled, at Arion’s sole election, to settle any pre-Closing claims against the Arion Entities relating to their obligations to consummate the transactions contemplated by this Agreement by consummating the Closing in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at prior to the entry of any timejudgement or award for damages to Sphinx.