Common use of Equitable Principles Limitation Clause in Contracts

Equitable Principles Limitation. Our opinions are subject to the effect of general principles of equity, whether applied by a court of law or equity, including without limitation, principles: (a) governing the availability of specific performance, injunctive relief or other equitable remedies; (b) affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement; (c) requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement; (d) requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement; (e) requiring consideration of the materiality of the consequences of the breach to the party seeking enforcement; (f) requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement; and (g) affording defenses based on the unconscionability of the enforcing party’s conduct after the parties have entered into the contract.