Common use of Remedies Cumulative; Specific Performance Clause in Contracts

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions of this Agreement, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable harm, for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that, prior to the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of this Agreement, the Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder), in each case without posting a bond or undertaking and without needing to prove damages, this being in addition to any other remedy to which they are entitled at Law or in equity. The foregoing right shall include the right of each Seller to cause Buyer to cause the transactions contemplated by this Agreement to be consummated, in each case, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at the Closing). Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. (b) To the extent any Party brings an Action or other similar process to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to enforce specifically any provision that expressly survives termination of this Agreement) when expressly available to such Party pursuant to the terms of this Agreement, the Outside Date shall automatically be extended to (i) five (5) Business Days following the resolution of such Action or other similar process or (ii) such other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended by this Section 12.8).

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions of this AgreementExcept as otherwise provided herein, any and all remedies provided herein will expressly conferred upon a party hereto shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law law or equity upon such Partyparty, and the exercise by a Party party hereto of any one remedy will shall not preclude the exercise of any other remedyremedy and nothing in this Agreement shall be deemed a waiver by any party of any right to specific performance or injunctive relief. The Parties parties hereto agree that irreparable harm, damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under any of the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) were not performed in accordance with their specific terms or were otherwise breach such provisionsbreached. It is accordingly agreed that, prior to that the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of this Agreement, the Parties parties hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder), in each case without posting a bond or undertaking and without needing to prove damageshereof, this being in addition to any other remedy to which they are entitled at Law law or in equity. The foregoing right shall include the right of each Seller parties agree not to cause Buyer raise any objections to cause the transactions contemplated by this Agreement to be consummated, in each case, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at the Closing). Each of the Parties agrees that it will not oppose A) the granting of an injunction, specific performance and or other equitable relief when expressly available pursuant to the terms prevent or restrain breaches or threatened breaches of this Agreement by the Company, on the basis that one hand, or Parent and Merger Sub, on the other Parties have an adequate remedy at Law or an award of hand; and (B) the specific performance is not an appropriate remedy for any reason at Law or equity. (b) To the extent any Party brings an Action or other similar process to enforce specifically the performance of the terms and provisions of this Agreement (other than to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants, obligations and agreements of the Company, Parent and Merger Sub pursuant to this Agreement. Any party seeking an action injunction or injunctions to prevent breaches of this Agreement and to enforce specifically any provision that expressly survives termination the terms and provisions of this Agreement) when expressly available Agreement will not be required to such Party pursuant to the terms of this Agreement, the Outside Date shall automatically be extended to (i) five (5) Business Days following the resolution of such Action provide any bond or other similar process security in connection with such injunction or (ii) enforcement, and each party irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such other time period established by the court presiding over such Action bond or other similar process beyond the revised Outside Date as extended by this Section 12.8).security

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions of this AgreementExcept as otherwise provided herein, any and all remedies provided herein will expressly conferred upon a party hereto shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law law or equity upon such Partyparty, and the exercise by a Party party hereto of any one remedy will shall not preclude the exercise of any other remedyremedy and nothing herein shall be deemed a waiver by any party of any right to specific performance or injunctive relief. The Parties parties hereto agree that irreparable harm, for which monetary damages, even if available, would not be an adequate remedy, damage would occur in the event that the Parties do not perform their respective obligations under any of the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) hereof were not performed in accordance with their specific terms or were otherwise breach such provisionsbreached. It is accordingly agreed that, prior to that the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of this Agreement, the Parties parties hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder), in each case without posting a bond or undertaking and without needing to prove damageshereof, this being in addition to any other remedy to which they are entitled at Law law or in equity, and the parties hereto hereby waive the requirement of any posting of a bond in connection with the remedies described herein. The foregoing right However, the Company shall include only be entitled to enforce specifically Parent’s or Merger Sub’s obligation to consummate the right of each Seller Offer or the Merger subject to cause Buyer the following requirements: (i) with respect to cause the transactions contemplated by this Agreement to be consummatedOffer, in each case, if the conditions set forth in Section 9.1 and Section 9.2 Annex I have been satisfied or waived; (ii) with respect to the Merger, the conditions set forth in Article VII have been satisfied or waived and remain satisfied or waived at the time when the Closing would have otherwise occurred in accordance with the provisions of Section 2.2; and (iii) the Financing has been funded or would be available to be funded at the Offer Acceptance Time pursuant to the Debt Commitment Letters and Financing Agreements, assuming, and provided there is, no breach by the Lenders thereunder that has occurred and is continuing. Nothing in the foregoing sentence shall be construed to restrict any right of the Company to injunctions, specific performance or other equitable remedies for obligations other than conditions which by their nature cannot be satisfied until with respect to consummation of the Closing, but subject Offer and the Merger. Notwithstanding anything in this Agreement to the satisfaction or waiver of those conditions at contrary, the Closing). Each election of the Parties agrees that it will not oppose the granting of Company to pursue an injunction, specific performance and or other equitable relief when expressly available shall not restrict, impair or otherwise limit the Company from seeking to terminate this Agreement and seeking to collect the Parent Termination Fee pursuant to Section 8.3(c) or damages for liability of Parent or Merger Sub as provided in Section 8.2; provided that, under no circumstances shall the terms of this Agreement on the basis that the other Parties have an adequate remedy at Law Company be permitted or an award entitled to receive (x) both a grant of specific performance is not an appropriate remedy for to cause Parent or Merger Sub to consummate the Offer and the Merger, on the one hand, and payment of any reason at Law such damages or equity. (b) To the extent any Party brings an Action or other similar process to enforce specifically the performance payment of the terms and provisions of this Agreement (Parent Termination Fee, on the other than an action to enforce specifically any provision that expressly survives termination of this Agreement) when expressly available to such Party pursuant to the terms of this Agreement, the Outside Date shall automatically be extended to (i) five (5) Business Days following the resolution of such Action or other similar process hand or (iiy) both payment of any such damages, on the one hand, and payment of the Parent Termination Fee, on the other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended by this Section 12.8)hand.

Remedies Cumulative; Specific Performance. The rights and remedies of the parties hereto shall be cumulative (a) Subject to the other terms and conditions of this Agreement, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedyalternative). The Parties parties agree that irreparable harm, for which monetary damages, even if available, would not be an adequate remedy, would damage will occur in the event that the Parties do not perform their respective obligations under any of the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) not performed in accordance with their specific terms or were otherwise breach such provisionsBreached. It is accordingly agreed that, prior to that the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of this Agreement, the Parties parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief injunctions to prevent breaches Breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations and this right shall include the right of the parties to consummate cause the transactions contemplated by Contemplated Transactions to be consummated on the terms set forth in this Agreement if it is required to do so hereunder)Agreement, in each case without posting a bond or undertaking and without needing to prove damagesundertaking, this being in addition to any other remedy to which they are entitled at Law law or in equityequity or pursuant to this Agreement. The foregoing right shall include Each of the parties hereto hereby waives any defenses in any action for specific performance, including the defense that a remedy at law would be adequate. Notwithstanding anything to the contrary, it is agreed that the right of each Seller to seek specific performance to cause Buyer to cause fund the transactions contemplated by this Agreement Purchase Price and to consummate the Closing shall be consummated, in each case, if subject to the requirements that (i) all of the conditions set forth in Section 9.1 and Section 9.2 have been 7(a) are satisfied or waived (other than those conditions which that by their nature cannot terms are to be satisfied until at the Closing, but subject to the satisfaction or waiver of those such conditions at the Closing) and Buyer fails to consummate the Closing on the date required pursuant to Section 2(g). Each of , (ii) the Parties agrees Debt Financing has been funded in accordance with the terms thereof or will be funded in accordance with the terms thereof at the Closing if the Equity Financing is funded at the Closing and (iii) Seller has delivered written notice to Buyer irrevocably confirming that the conditions set forth in Section 7(a) have been satisfied or waived, that it will not oppose is ready, willing and able to complete the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at Law or an award of Closing if specific performance is not an appropriate remedy for any reason at Law or equity. (b) To granted and the extent any Party brings an Action or other similar process Equity Financing and the Debt Financing are funded, and that Seller will take all actions that are within its control to enforce specifically cause the performance of Closing to occur. It is expressly agreed that the terms and provisions Financing Sources are third party beneficiaries of this Agreement (other than an action to enforce specifically any provision that expressly survives termination of this Agreement) when expressly available to such Party pursuant to the terms of this Agreement, the Outside Date shall automatically be extended to (i) five (5) Business Days following the resolution of such Action or other similar process or (ii) such other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended by this Section 12.810(o).

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions of this Agreement, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties parties hereto agree that irreparable harmdamage would occur, for which monetary damages, even if available, and that the parties would not be an have any adequate remedyremedy at law, would occur in the event that the Parties do not perform their respective obligations under any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (including failing to take such actions as are required of them it hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisionsTransactions). It is accordingly agreed that, prior to the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of this Agreement‎Section 9.02(b), the Parties parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder)Agreement, in each case without posting a bond proof of actual damages or undertaking and without needing to prove damagesotherwise, this being in addition to any other remedy to which they are any party is entitled at Law law or in equity. The foregoing right shall include the right of each Seller to cause Buyer to cause the transactions contemplated by this Agreement to be consummated, in each case, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at the Closing). Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the any other Parties have party has an adequate remedy at Law law or an that any award of specific performance is not an appropriate remedy for any reason at Law law or in equity. (b) To the extent any Party brings . Any party seeking an Action injunction or other similar process injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. (b) Notwithstanding the foregoing, it is explicitly agreed that the right of the parties to seek an injunction, specific performance or other equitable remedies in connection with the Company’s enforcing Parent’s and each Merger Sub’s obligations to effect the Closing shall be subject to the following requirements: (i) all conditions in ‎Section 7.01 and ‎Section 7.02 have been and continue to be satisfied or irrevocably waived (other than an action conditions that are to enforce specifically any provision that expressly survives termination be satisfied by actions taken at the Closing, which shall be capable of this Agreementbeing satisfied at the Closing), (ii) when expressly available to such Party pursuant to the Debt Financing has been funded or will be funded at the Closing in accordance with the terms of the Debt Commitment Letter if the Equity Financing is funded, (iii) the Company has irrevocably confirmed in a written notice that (A) the Company is ready, willing and able to consummate the Closing and (B) all of the conditions set forth in ‎Section 7.01 and ‎Section 7.03 have been satisfied or irrevocably waived (other than conditions that are to be satisfied by actions taken at the Closing, which shall be capable of being satisfied at the Closing) and that if specific performance is granted and the Equity Financing and the Debt Financing are funded, then the Company would take such actions required of it by this AgreementAgreement to cause the Closing to occur, and (iv) Parent and each Merger Sub have failed to consummate the Outside Date shall automatically be extended Closing prior to the third (i) five (53rd) Business Days Day following the resolution delivery of such Action or confirmation specified in clause (iii) above (it being understood that the conditions to the obligations of Parent and each Merger Sub to consummate the transactions contemplated hereby set forth in ‎Section 7.01 and ‎Section 7.03 (other similar process or than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied) shall remain satisfied at the close of business on such third (ii3rd) such other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended by this Section 12.8Business Day).

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions of this AgreementExcept as otherwise provided herein, any and all remedies provided herein will expressly conferred upon a party hereto shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law law or equity upon such Partyparty, and the exercise by a Party party hereto of any one remedy will shall not preclude the exercise of any other remedyremedy and nothing herein shall be deemed a waiver by any party hereto of any right to specific performance or injunctive relief. 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 hereof, this being in addition to any other remedy to which they are entitled at law or in equity, and the parties hereto hereby waive the requirement of any posting of a bond in connection with the remedies described herein. (b) The Parties parties hereto agree that irreparable harm, damage for which monetary damages, even if available, would may not be an adequate remedy, would may occur in the event that the Parties parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific its specified terms or otherwise breach such provisions. It is accordingly agreed that, prior to that the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of this Agreement, the Parties party not in breach shall be entitled to an injunction or injunctionsinjunction, specific performance and other equitable relief to prevent breaches of this Agreement by the other parties (including breaches of Section 6.4) and to enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder), in each case without posting a bond or undertaking and without needing to prove damageshereof, this being in addition to any other remedy to which they are entitled at Law or in equity. The foregoing right shall include the right of each Seller to cause Buyer to cause the transactions contemplated by this Agreement to be consummated, in each case, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at the Closing)such non-breaching party is entitled. Each of the Parties parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the party seeking the injunction, specific performance and other Parties have equitable relief has an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. (b) Law. To the extent any Party party hereto brings an Action or other similar process any action to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to enforce specifically any provision that expressly survives termination of this Agreement) when expressly available to such Party party pursuant to the terms of this Agreement, the Outside Termination Date shall automatically be extended to by (i) five the amount of time during which such action is pending, plus twenty (520) Business Days following the resolution of such Action or other similar process Days, or (ii) such other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended by this Section 12.8)action.

Remedies Cumulative; Specific Performance. (a) Subject to Section 10.03(d), the other terms rights and conditions remedies of this Agreement, any the parties hereto shall be cumulative (and all remedies provided herein will be deemed cumulative with not alternative) and not exclusive of any other remedy conferred hereby, rights or remedies provided by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedyApplicable Law. The Parties parties hereto agree that irreparable harmdamage would occur if any provision of this Agreement were not performed in accordance with the terms hereof (including Parent’s or Merger Sub’s obligation to effect the Closing), for which monetary damages, even if available, that money damages or other legal remedies would not be an adequate remedy, would occur in the event remedy for any such damages and that the Parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that, prior to the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of this Agreement, the Parties parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder), in each case without posting a bond or undertaking and without needing to prove damages, this being in addition to any other remedy to which they are entitled at Law or in equity. The foregoing right shall include the right of each Seller to cause Buyer to cause the transactions contemplated by this Agreement to be consummated, in each case, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at the Closing). Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. (b) To the extent any Party brings an Action or other similar process to enforce specifically the performance of the terms and provisions of this Agreement in addition to any other remedy to which they are entitled to at law or in equity, in each case without the requirement of posting any bond or other type of security. It is accordingly agreed that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Without limiting the generality of the foregoing, it is explicitly agreed that the Company shall be entitled to an injunction, specific performance or other equitable remedy to specifically enforce Parent’s or Merger Sub’s obligation to effect the Closing on the terms and conditions set forth herein in the event that all conditions in Section 8.01 and Section 8.02 have been satisfied (other than an action those conditions that by their nature are to enforce specifically any provision that expressly survives termination be satisfied by actions taken at the Closing, each of this Agreementwhich is then capable of being satisfied at a Closing on such date) at the time when expressly available the Closing would have occurred but for the failure of Parent or Merger Sub to such Party comply with its obligations to effect the Closing pursuant to the terms of this Agreement. The Company, on the one hand, and Parent and Merger Sub, on the other hand hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or anticipatory breaches of this Agreement by such party (or parties), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or anticipatory breaches, or to enforce compliance with, the Outside Date shall automatically be extended to (i) five (5) Business Days following the resolution covenants and obligations of such Action party (or other similar process or (iiparties) such other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended by under this Section 12.8)Agreement.

Remedies Cumulative; Specific Performance. Except as otherwise provided herein (a) Subject to the other terms including Section 5.4 and conditions of this AgreementSection 5.14(e)), any and all remedies provided herein will expressly conferred upon a party hereto shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law law or equity upon such Partyparty, and the exercise by a Party party hereto of any one remedy will shall not preclude the exercise of any other remedy. The Parties agree that irreparable harm, for which monetary damages, even if available, would not remedy and nothing herein shall be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions deemed a waiver by any party hereto of this Agreement (including failing any right to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with their seek specific terms performance or otherwise breach such provisionsinjunctive relief. It is accordingly agreed that, prior to the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of this Agreement7.1, the Parties parties hereto shall be entitled to seek an injunction or injunctions, specific performance and other equitable relief injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including BuyerAcquirer’s obligations to consummate the transactions contemplated Transactions, if all of the conditions set forth in Section 6.1 and Section 6.2 are satisfied or were previously waived by this Agreement if it Acquirer (or would have been satisfied or are capable of being satisfied but for a breach by Acquirer of its obligations hereunder) and Acquirer is required to do so hereunder), in each case without posting a bond or undertaking and without needing to prove damages, this being in addition to any other remedy to which they are entitled at Law law or in equity, and the parties hereto hereby waive the requirement of any posting of a bond in connection with the remedies described herein. The foregoing right shall include the right of each Seller to cause Buyer to cause the transactions contemplated by this Agreement to be consummated, in each case, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject Notwithstanding anything herein to the satisfaction or waiver of those conditions at contrary, neither the Closing). Each of Company nor the Parties agrees that it will not oppose Unitholders may seek to enforce Acquirer’s obligations to consummate the granting of an injunction, specific performance and other equitable relief when expressly available pursuant Transactions prior to the terms of this Agreement on the basis that the other Parties have an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equityTermination Date. (b) To the extent any Party brings an Action or other similar process to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to enforce specifically any provision that expressly survives termination of this Agreement) when expressly available to such Party pursuant to the terms of this Agreement, the Outside Date shall automatically be extended to (i) five (5) Business Days following the resolution of such Action or other similar process or (ii) such other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended by this Section 12.8).

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions of this Agreement, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties parties hereto agree that irreparable harmdamage would occur, for which monetary damages, even if available, and that the parties would not be an have any adequate remedyremedy at law, would occur in the event that the Parties do not perform their respective obligations under any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (including failing to take such actions as are required of them it hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisionsTransactions). It is accordingly agreed that, prior subject in all respects to the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of limitations set forth in this AgreementSection 10.02, the Parties parties shall be entitled to seek to obtain an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder)Agreement, in each case without posting a bond proof of actual damages or undertaking and without needing to prove damagesotherwise, this being in addition to any other remedy to which they are any party is entitled at Law law or in equity. The foregoing right shall include the right of each Seller to cause Buyer to cause the transactions contemplated by this Agreement to be consummated, in each case, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at the Closing). Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the any other Parties have party has an adequate remedy at Law law or an that any award of specific performance is not an appropriate remedy for any reason at Law law or equity. (b) To the extent any Party brings in equity except as set forth herein. Any party seeking an Action injunction or other similar process injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Notwithstanding the foregoing, it is explicitly agreed that the Company shall only be permitted to seek or obtain specific performance or other equitable remedies enforcing the Parent Parties’ obligations to effect the Closing or causing the Equity Financing to be funded, if, and only in the event that: (a) all conditions in Section 8.01 and Section 8.02 have been satisfied or waived (other than an action conditions that are to enforce specifically any provision be satisfied by actions taken at the Closing, which shall be capable of being satisfied at the Closing) at the time when the Closing would have been required to occur, (b) the Financing has been funded or will be funded at the Closing, (c) the Company has irrevocably confirmed in writing that expressly survives termination of this Agreement) when expressly available to such Party pursuant to the terms of this Agreement, the Outside Date shall automatically be extended to (i) five all of the conditions set forth in Section 8.03 have been satisfied or irrevocably waived (5) Business Days following other than conditions that are to be satisfied by actions taken at the resolution Closing, which shall be capable of such Action or other similar process or being satisfied at the Closing), and (ii) if the Financing is funded, then the Company would take such other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended actions required of it by this Section 12.8)Agreement to cause the Closing to occur and (d) Parent and Merger Sub have failed to consummate the Closing prior to the second Business Day following the delivery of such confirmation.

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions of this Agreement, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties parties hereto agree that irreparable harmdamage would occur, for which monetary damages, even if available, and that the parties would not be an have any adequate remedyremedy at law, would occur in the event that the Parties do not perform their respective obligations under any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (including failing to take such actions as are required of them it hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisionsTransactions). It is accordingly agreed that, prior to that the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of this Agreement, the Parties parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder)Agreement, in each case without posting a bond proof of actual damages or undertaking and without needing to prove damagesotherwise, this being in addition to any other remedy to which they are any party is entitled at Law law or in equity. The foregoing right shall include the right of each Seller to cause Buyer to cause the transactions contemplated by this Agreement to be consummated, in each case, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at the Closing). Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the any other Parties have party has an adequate remedy at Law law or an that any award of specific performance is not an appropriate remedy for any reason at Law law or in equity. (b) To the extent any Party brings . Any party seeking an Action injunction or other similar process injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Notwithstanding the foregoing, it is explicitly agreed that the right of the parties to seek an injunction, specific performance or other equitable remedies in connection with the Company’s enforcing Parent’s and Merger Sub’s obligations to effect the Closing shall be subject to the following requirements: (a) all conditions in Section 7.01 and Section 7.02 have been and continue to be satisfied or irrevocably waived (other than an action conditions that are to enforce specifically any provision that expressly survives termination be satisfied by actions taken at the Closing, which shall be capable of this Agreementbeing satisfied at the Closing and will be satisfied at the Closing), (b) when expressly available to such Party pursuant to the Debt Financing has been funded or will be funded at the Closing in accordance with the terms of this Agreementthe Debt Commitment Letter if the Equity Financing is funded, (c) the Outside Date shall automatically be extended to Company has irrevocably confirmed in a written notice that (i) five (5) Business Days following the resolution of such Action or other similar process or Company is ready, willing and able to consummate the Closing and (ii) all of the conditions set forth in Section 7.01 and Section 7.03 have been satisfied or irrevocably waived (other than conditions that are to be satisfied by actions taken at the Closing, which shall be capable of being satisfied at the Closing and will be satisfied at the Closing) and that the if specific performance is granted and the Equity Financing and the Debt Financing are funded, then the Company would take such other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended actions required of it by this Agreement to cause the Closing to occur, and (d) Parent and Merger Sub have failed to consummate the Closing prior to the third Business Day following the delivery of such confirmation specified in clause (c) above (it being understood that the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in Section 12.87.01 and Section 7.03 (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied and will be satisfied at the Closing) shall remain satisfied at the close of business on such third (3rd) Business Day).

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions The provisions of this Agreement, any Section 11.13 are subject to Section 8.6 herein. The rights and all remedies provided herein of the parties hereto will be deemed cumulative with (and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedyalternative). The Parties parties agree that irreparable harm, damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties parties hereto do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them it hereunder to consummate the transactions contemplated by this AgreementContemplated Transactions) in accordance with their specific its specified terms or otherwise breach such provisions. It is accordingly agreed thatTherefore, prior notwithstanding anything in Section 11.1 or elsewhere in this Agreement to the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of this Agreementcontrary, the Parties parties acknowledge and agree that the parties shall be entitled to an injunction or injunctionsinjunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder), in each case without posting a bond or undertaking and without needing to prove damageshereof, this being in addition to any other remedy to which they are entitled at Law or in equity. The foregoing right shall include the right of each Seller to cause Buyer to cause the transactions contemplated by this Agreement to be consummated, in each case, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at the Closing). Each of the Parties parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other Parties have party has an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. (b) To the extent any Party brings . Any party seeking an Action injunction or other similar process injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement (shall not be required to provide any bond or other than an action security in connection with any such order or injunction. If, prior to the Termination Date, any party brings MASTER ACQUISITION AGREEMENT a Legal Proceeding to enforce specifically the terms and provisions hereof, the Termination Date may, to the extent determined to be appropriate by the court of competent jurisdiction presiding over such Legal Proceeding, be extended by any provision that expressly survives termination of time period established by such court. Subject to Section 7.3(b), notwithstanding anything to the contrary in this Agreement) when expressly available , neither the Seller nor any of its Affiliates or Representatives shall be entitled to such Party pursuant to any specific performance, injunctive relief, other equitable relief or enforcement of the terms of this AgreementAgreement with respect to the failure of the Purchaser to complete the Contemplated Transactions in the event of a Financing Failure, in which case, the Outside Date provisions of Section 7.3(b) and Section 7.4 shall automatically apply, which shall be extended to (i) five (5) Business Days following the resolution sole and exclusive remedies of such Action or other similar process or (ii) such other time period established by the court presiding over such Action or other similar process beyond Seller, its Affiliates and Representatives. For the revised Outside Date as extended by avoidance of doubt, neither this Section 12.8)11.13 nor Section 7.3(b) shall limit the Seller’s ability to seek specific performance of the Purchaser’s obligations pursuant to Section 5.8 or to seek specific performance of the Purchaser’s obligations to consummate the Contemplated Transactions if a Financing Failure is cured.

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions of this Agreement, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties parties hereto agree that irreparable harmdamage would occur, for which monetary damages, even if available, and that the parties would not be an have any adequate remedyremedy at law, would occur in the event that the Parties do not perform their respective obligations under any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (including failing to take such actions as are required of them it hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisionsTransactions). It is accordingly agreed that, prior subject in all respects to the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of limitations set forth in this AgreementSection 9.02, the Parties parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder)Agreement, in each case without posting a bond proof of actual damages or undertaking and without needing to prove damagesotherwise, this being in addition to any other remedy to which they are any party is entitled at Law law or in equityequity (subject to Section 8.03). The foregoing right It is explicitly agreed that the Company shall include have the right to an injunction, specific performance or other equitable remedies in connection with enforcing the obligations of each Seller Parent and Merger Sub to consummate the Merger and cause the Equity Financing to be funded to fund the Merger (including to cause Buyer Parent to enforce the obligations of the Guarantor under the Equity Commitment Letter in order to cause the transactions contemplated by this Agreement Equity Financing to be consummated, timely completed in each case, if accordance with and subject to the terms and conditions set forth in Section 9.1 the Equity Commitment Letter). Notwithstanding the foregoing and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction rights of the parties to the definitive agreements for any Debt Financing under the terms thereof, none of the Company and its Affiliates and their direct and indirect equityholders shall have any rights or waiver claims (whether in contract or in tort or otherwise) against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, and in no event shall the Company, any of those conditions at its Affiliates or its or their direct or indirect equityholders be entitled to directly seek the Closing)remedy of specific performance of this Agreement against any Debt Financing Source. Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the any other Parties have party has an adequate remedy at Law law or an that any award of specific performance is not an appropriate remedy for any reason at Law law or in equity. (b) To the extent any Party brings . Any party seeking an Action injunction or other similar process injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement (other than an action shall not be required to enforce specifically provide any provision that expressly survives termination of this Agreement) when expressly available to such Party pursuant to the terms of this Agreement, the Outside Date shall automatically be extended to (i) five (5) Business Days following the resolution of such Action bond or other similar process security in connection with any such order or (ii) such other time period established by the court presiding over such Action injunction. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or other similar process beyond the revised Outside Date as extended by this Section 12.8)inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions of this Agreement, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties parties hereto agree that irreparable harmdamage would occur, for which monetary damages, even if available, and that the parties would not be an have any adequate remedyremedy at law, would occur in the event that the Parties do not perform their respective obligations under any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (including failing to take such actions as are required of them it hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisionsTransactions). It is accordingly agreed that, prior subject in all respects to the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of limitations set forth in this AgreementSection 9.02, the Parties parties shall be entitled to seek an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder)Agreement, in each case without posting a bond proof of actual damages or undertaking and without needing to prove damagesotherwise, this being in addition to any other remedy to which they are any party is entitled at Law law or in equity. The foregoing right shall include the right of each Seller to cause Buyer to cause the transactions contemplated by this Agreement to be consummated, in each case, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at the Closing). Each of the Parties party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the any other Parties have party has an adequate remedy at Law law or an that any award of specific performance is not an appropriate remedy for any reason at Law law or equity. (b) To the extent any Party brings in equity except as expressly set forth herein. Any party seeking an Action injunction or other similar process injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. (b) Notwithstanding the foregoing, it is explicitly agreed that the Company shall only be permitted to seek or obtain specific performance or other equitable remedies enforcing Parent’s and Merger Sub’s obligations to effect the Closing or causing the Equity Financing to be funded, if and only in the event that: (i) all conditions in Section 7.01 and Section 7.02 have been satisfied or waived (other than an action conditions that are to enforce specifically any provision be satisfied by actions taken at the Closing, which shall be capable of being satisfied at the Closing) at the time when the Closing would have been required to occur, (ii) the Financing has been funded or will be funded at the Closing, (iii) the Company has irrevocably confirmed in writing that expressly survives termination (x) all of the conditions set forth in Section 7.03 have been satisfied or irrevocably waived (other than conditions that are to be satisfied by actions taken at the Closing, which shall be capable of being satisfied at the Closing), and (y) if the Financing is funded, then the Company would take such actions required of it by this AgreementAgreement to cause the Closing to occur and (iv) when expressly available Parent and Merger Sub have failed to such Party pursuant consummate the Closing prior to the terms third (3rd) Business Day following the delivery of such confirmation. Notwithstanding anything to the contrary in this Agreement, in the Outside Date shall automatically be extended to (i) five (5) Business Days following the resolution of such Action event that any party hereto initiates a proceeding seeking an injunction, specific performance or other similar process or (ii) such equitable relief pursuant to this Section 9.02, no other time period established by party hereto shall object to any application to the court presiding over setting forth an expedited timeline to hear and determine such Action or other similar process beyond the revised Outside Date as extended by this Section 12.8)action.

Remedies Cumulative; Specific Performance. (a) Subject to The doctrine of election of remedies shall not apply in constructing or interpreting the other terms and conditions of this Agreement, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable harm, for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required or the equitable power of them hereunder to consummate a court considering this Agreement or the transactions contemplated by Transactions. The parties hereto agree that irreparable damage would occur if any provision of this Agreement) Agreement were not performed in accordance with their specific the terms or otherwise breach such provisions. It is accordingly agreed that, prior to hereof and that the valid termination of this Agreement pursuant to Section 10.1 and subject to the other terms and conditions of this Agreement, the Parties parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief injunctions to prevent breaches of this Agreement and or to enforce specifically the performance of the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder), in each case without posting a bond or undertaking and without needing to prove damages, this being in addition to any other remedy to which they are entitled to at Law law or in equity. The foregoing right shall include the right of each Seller to cause Buyer to cause the transactions contemplated by this Agreement to be consummated, in each casecase without the requirement of posting any bond or other type of security. Notwithstanding anything to the contrary in this Agreement, if the Sellers and the Company shall be only entitled to an injunction or specific performance to specifically enforce Buyer’s obligations to consummate the Closing on the terms and conditions set forth herein if, and only if, (a) all of the conditions set forth in Section 9.1 9.01 and Section 9.2 9.02 of this Agreement have been and continue to be satisfied or waived (other than conditions which those that, by their nature cannot nature, are to be satisfied until at the Closing; provided, but subject that those conditions could be satisfied if the Closing were to occur), (b) the Sellers and the Company have irrevocably confirmed by written notice to Buyer that (i) all conditions set forth in Section 9.03 have been satisfied and continue to be satisfied or waived (other than those that, by their nature, are to be satisfied at the Closing; provided, that those conditions |US-DOCS\159043691.20|| could be satisfied if the Closing were to occur) or that they would be willing to irrevocably waive any unsatisfied conditions in Section 9.03 that are legally capable of being waived and (ii) the Sellers and the Company are ready, willing, and able to consummate the Closing if specific performance is granted and the Debt Financing is funded, (c) the Debt Financing has been funded or will be funded at the Closing (in each case, in accordance with the terms and conditions thereof), (d) ▇▇▇▇▇ fails to consummate the Closing on or prior to the date that is five (5) Business Days following the later of (i) the date which is three Business Days after the satisfaction or waiver after the last of those the conditions set forth in Article 9 and (ii) receipt of the notice in the preceding clause (b), and under no other circumstances, and (e) this Agreement has not been terminated at the Closing)time. For the avoidance of doubt, notwithstanding anything herein to the contrary, if the Debt Financing has not been funded and will not be funded at the Closing for any reason, the Sellers and the Company shall not be entitled to enforce Buyer’s obligation to consummate the Closing pursuant to this Section 12.03. Each of the Parties agrees that it will not oppose the granting of an injunction, injunction or specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the any other Parties have of such parties has an adequate remedy at Law law or an that any such injunction or award of specific performance is not an appropriate remedy for any reason at Law or equityreason. (b) To the extent any Party brings an Action or other similar process to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to enforce specifically any provision that expressly survives termination of this Agreement) when expressly available to such Party pursuant to the terms of this Agreement, the Outside Date shall automatically be extended to (i) five (5) Business Days following the resolution of such Action or other similar process or (ii) such other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended by this Section 12.8).

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions of this AgreementExcept as otherwise provided herein, any and all remedies provided herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law law or equity upon such Partyparty, and the exercise by a Party party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable harmEach party hereto acknowledges that, for which monetary damages, even if available, would not be an adequate remedy, would occur in view of the event that the Parties do not perform their respective obligations under the provisions uniqueness of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) , the other party would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with their specific terms or otherwise breach such provisionsits terms. It is accordingly agreed that, prior to the valid termination of this Agreement pursuant to Section 10.1 and subject to Each party therefore agrees that the other terms and conditions of this Agreement, the Parties party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches enforcement of this Agreement and to enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder), in each case without posting a bond or undertaking and without needing to prove damages, this being hereof in addition to any other remedy to which they are entitled it may be entitled, at Law law or in equity. Holder acknowledges that nothing in the Merger Agreement, including without limitation Article Eight thereof, shall limit the liability of Holder for breach of this Agreement. The foregoing right shall include the right of each Seller to cause Buyer to cause the transactions contemplated by parties have caused this Agreement to be consummatedduly executed on the date first above written. By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Address: 5▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, in each caseSuite 350 Emeryville, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived CA 94608 Attention: Chief Financial Officer Facsimile No.: (other than conditions which by their nature cannot be satisfied until the Closing▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ By: Name: Title: Holder’s Address for Notice: Shares beneficially owned: Common Stock Series A Preferred Stock The undersigned stockholder of Interactive Search Holdings, but subject Inc., a Delaware corporation (“Target”), hereby irrevocably (to the satisfaction or waiver of those conditions at the Closing). Each full extent permitted by Section 212 of the Parties agrees Delaware General Corporation Law) appoints the Chief Executive Officer and Chief Financial Officer from time to time (currently S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and S▇▇▇▇ ▇▇▇▇▇▇▇▇, respectively) of Ask Jeeves, Inc., a Delaware corporation (“Acquiror”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that it will not oppose the granting undersigned is entitled to do so) with respect to all of an injunctionthe shares of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, specific performance and any and all other equitable relief when expressly available pursuant to shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Agreement Proxy. The Shares beneficially owned by the undersigned stockholder of Target as of the date of this Proxy are listed on the basis that the other Parties have an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. (b) To the extent any Party brings an Action or other similar process to enforce specifically the performance of the terms and provisions final page of this Agreement (other than an action to enforce specifically any provision that expressly survives termination Proxy. Upon the undersigned’s execution of this Agreement) when expressly available Proxy, any and all prior proxies given by the undersigned with respect to such Party pursuant any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the terms of Shares and this Agreement, subject matter until after the Outside Expiration Date shall automatically be extended to (i) five (5) Business Days following the resolution of such Action or other similar process or (ii) such other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended by this Section 12.8defined below).

Remedies Cumulative; Specific Performance. (a) Subject to the other terms and conditions of this AgreementExcept as otherwise provided herein, any and all remedies provided herein will expressly conferred upon a party hereto shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law law or equity upon such Partyparty, and the exercise by a Party party hereto of any one remedy will shall not preclude the exercise of any other remedy. The Parties agree that irreparable harm, for which monetary damages, even if available, would not remedy and nothing herein shall be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions deemed a waiver by any party hereto of this Agreement (including failing any right to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms performance or otherwise breach such provisionsinjunctive relief. It is accordingly agreed that, prior to the valid termination of this Agreement pursuant subject to Section 10.1 and subject to the other terms and conditions of this Agreement8.2, the Parties parties hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including Buyer’s obligations to consummate the transactions contemplated by this Agreement if it is required to do so hereunder), in each case without posting a bond or undertaking and without needing to prove damageshereof, this being in addition to any other remedy to which they are entitled at Law law or in equity. The foregoing right shall include , and the right parties hereto hereby waive the requirement of each Seller to cause Buyer to cause any posting of a bond in connection with the transactions contemplated by this Agreement to be consummated, in each case, if the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at the Closing). Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equityremedies described herein. (b) To Without limiting the extent any Party brings an Action or other similar process to enforce specifically the performance obligations of the terms and provisions of this Agreement (other than an action to enforce specifically any provision that expressly survives termination of this Agreement) when expressly available to such Party pursuant Lender under the Commitment Letter to the terms Acquirer and notwithstanding anything to the contrary contained herein, the Company acknowledges and agrees that neither the Lender nor any Financing Source shall have any Liability or obligation to the Company, any Subsidiary or Affiliate of the Company and its and their respective shareholders, partners, members, directors, officers, employees, agents and Representatives in connection with this Agreement, the Outside Date shall automatically be extended Debt Financing or any Transactions and the Company (on behalf of itself, its Subsidiaries and Affiliates and its and their respective shareholders, partners, members, directors, officers, employees, agents and Representatives) hereby waives any rights or claims against the Lender or any other Financing Source in connection with this Agreement, the Debt Financing and any Transactions, whether at law or equity, in contract, in tort or otherwise, and the Company (on behalf of itself, its Subsidiaries and Affiliates and its and their respective shareholders, partners, members, directors, officers, employees, agents and Representatives) agrees not to commence (iand if commenced agrees to dismiss or otherwise terminate) five any action or proceeding against the Lender or any other Financing Source in connection with this Agreement or any Transaction (5) Business Days following including any action or proceeding relating to the resolution of such Action or other similar process or (ii) such other time period established by the court presiding over such Action or other similar process beyond the revised Outside Date as extended by this Section 12.8Debt Financing).