Common use of Specific Performance and Other Equitable Relief Clause in Contracts

Specific Performance and Other Equitable Relief. (a) The rights and obligations of the parties enumerated in Section 1(a)(i) and (ii), and Section 2 are so unique and fundamental to their bargain that, in the event of non-performance, it is agreed that the appropriate remedy is injunctive or other equitable relief. With respect to these obligations, the parties agree that damages alone are an inadequate remedy, because not all damages will be ascertainable with any reasonable degree of certainty, and because the essence of the parties' bargain is for performance of these obligations. With respect to these obligations, the complex interrelationship of the elements of the Joint Venture is such that only performance (coupled with such other relief, including, without limitation, money damages, as any court, arbitration panel, or other appropriate tribunal may deem appropriate) can restore the benefit of the bargain to the non-breaching party. The parties stipulate that, in the event of a dispute over Section 1(a)(i) and (ii) or Section 2, neither party will urge, argue or claim that damages alone are an adequate remedy or should be the preferred remedy if the tribunal should determine that non-performance has occurred. (b) Where the non-breaching party cannot be fully restored to the position it would have enjoyed in the event of timely performance of the obligation to which an order of specific performance relates without additional relief, including (subject to the other provisions of this Agreement) monetary compensation, this subsection shall not preclude the award of such supplemental relief in addition to (but, in any event, not in lieu of) specific performance. (c) This Section is not intended to limit judicial or arbitrator discretion in ordering specific performance with respect to other obligations of the parties where such a remedy is determined by the tribunal to be appropriate in the circumstances.