Common use of Specific Performance and Other Remedies Clause in Contracts

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentation.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any Subject to the limitations set forth in ARTICLE VII or ARTICLE VIII, as applicable, any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIARTICLE VII or ARTICLE VIII, as applicable, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentationFraud, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationFraud, (ii) the time period during which a claim for actual fraud or intentional misrepresentation Fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud Fraud. (d) Subject to Section 9.11(a) – 9.11(c), other than in the event of Fraud the indemnification rights provided in ARTICLE VII shall be the sole and exclusive remedy of any Parent Indemnified Party for any and all damages it may suffer or intentional misrepresentationincur in connection with the Transactions. (e) Subject to Section 9.11(a) – 9.11(c), other than in the event of Fraud, the indemnification rights provided in ARTICLE VIII shall be the sole and exclusive remedy of Seller Indemnified Parties for any and all damages they may suffer or incur in connection with the Transactions.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article VII will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on such Person’s fraudulent acts or omissions, or willful misconduct or intentional misrepresentation. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or willful misconduct or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud fraud, willful misconduct or intentional misrepresentation, misrepresentation (ii) the time period during which a claim for actual fraud fraud, willful misconduct or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud fraud, willful misconduct or intentional misrepresentation.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Company Stockholder or the Stockholder Stockholders’ Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to seek a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceedingAction. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law Law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article VIII will be in addition to, and not exclusive of, any other Liability that such Person may have at Law or in equity based on such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIVIII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law Law or in equity against a Person based on any other such Person’s fraudulent acts or omissions or intentional misrepresentationomissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationfraud, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationsuch Person’s fraud.

Specific Performance and Other Remedies. (a) The With respect to their respective obligations set forth in Sections 6.04(d) (Confidentiality), 6.06 (No Solicitation), 6.17 (Non-Solicitation of Employees) and 6.19 (Confidentiality) and Article IX (Employee Matters) (the “Specified Covenants”), the parties agree that irreparable damage would occur, damages would be difficult to this Agreement agree thatdetermine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event of that such obligations are not performed in accordance with their specific terms or were otherwise breached (or any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, hereto threatens such a breach). It is accordingly agreed that (i) each party the parties shall be entitledentitled at their election to an injunction or injunctions to prevent breaches of the Specified Covenants and to enforce specifically the terms and provisions of the Specified Covenants, without any proof of actual damages (and this being in addition to any other remedy that may be available to it)which the parties are entitled at law or in equity, to (ii) the parties waive any requirement for the securing or posting of any bond, guarantee or other undertaking in connection with the obtaining of any specific performance or injunctive relief and (iii) the parties will waive, in any action for specific performance, the defense of adequacy of a decree or order remedy at law. Any party’s pursuit of specific performance at any time will not be deemed an election of remedies or mandamus waiver of the right to enforce pursue any other right or remedy to which such party may be entitled, including, without limitation, the observance and performance right to pursue remedies for liabilities or damages incurred or suffered by such party in the case of such covenant, obligation a breach of this Agreement involving fraud or other agreement and an injunction preventing willful or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceedingintentional misconduct. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject Except as otherwise provided in all respects to the limitations set forth in Article VII (including Section 7.2(d)12.05(a), be deemed to be cumulative with, each party acknowledges and not exclusive of, agrees that in the event any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto provision of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, shall be deemed a waiver by any party to this Agreement of any right is not performed in accordance with its specific terms or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentationis otherwise breached, nor will any such provisions limit, or be deemed to limit (i) such party will have an adequate remedy at law in the form of money damages (in the case of Section 11.03 in the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, set forth therein) and (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect and its Affiliates shall have no right to a claim for actual fraud enforce specifically the terms and provisions of this Agreement and shall not be entitled to an injunction or intentional misrepresentationany form of equitable relief to prevent breaches of, or to require compliance with, this Agreement.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article ‎Article VII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentation.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section Sections 7.2(d) and (e)), be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions actual fraud or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentation.

Specific Performance and Other Remedies. (a) The parties to this Agreement hereto agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder Company Security Holder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceedingLegal Proceeding. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law Law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article 7 will be in addition to, and not exclusive of, any other Liability that such Person may have at Law or in equity based on such Person’s fraudulent acts or omissions, or willful misconduct or willful misrepresentation, in each case limited to the representations and warranties contained in this Agreement. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law Law or in equity against a Person based on any other such Person’s fraudulent acts or omissions or intentional willful misconduct or willful misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud Fraud, willful misrepresentation or intentional misrepresentationbreach, (ii) the time period during which a claim for actual fraud Fraud, willful misrepresentation or intentional misrepresentation breach may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud Fraud, willful misrepresentation or intentional misrepresentationbreach.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceedingAction. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law Legal Requirement or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentation.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative hereto of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be -55- required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article VII will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on such Person’s fraudulent acts or omissions. (d) Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIýArticle VII or Section 2.28, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on against any other Person for such Person’s fraudulent acts or omissions or intentional misrepresentationwith respect to such Person’s representations and warranties in this Agreement, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationfraud, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another such Person who committed such fraudulent act or omission with respect to a claim for actual fraud fraud; provided, however, that no Indemnifying Party would be liable for Losses in excess of such Indemnifying Party’s Pro Rata Portion of the amount of Losses in respect of such claim or intentional misrepresentationof the aggregate amount of cash actually received by such Indemnifying Party pursuant to Section 1.6(b)(i) and Section 1.6(c)(i)(A) in respect of the shares of Company Capital Stock and Company Options owned by such Indemnifying Party as of immediately prior to the Effective Time, in each case, for any action arising out of fraudulent acts or omissions committed by any Person other than such Indemnifying Party.

Specific Performance and Other Remedies. (a) The Subject to Section 9.2, the parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, or by any Stockholder or the Stockholder Representative Securityholder, of any covenant, obligation or other agreement set forth in this Agreement or any Related Agreement, (i) each party hereto shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIX, shall be deemed a waiver by Acquiror or any party to this Agreement of its Affiliates of any right or remedy which such party that Acquiror or any of its Affiliates may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentationin connection with a claim of Fraud committed by a Stockholder, nor will any such provisions limit, or be deemed to limit limit, (i) the amounts of recovery sought or awarded in connection with any such claim for actual fraud or intentional misrepresentationFraud, (ii) the time period during which a claim for actual fraud or intentional misrepresentation Fraud may be brought brought, or (iii) the recourse which that any such party Specified Party may seek against another Person any Stockholder in connection with respect to a claim for actual fraud or intentional misrepresentationof Fraud committed by such Stockholder.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article IX will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on such Person’s fraud or willful breach. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIX, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts fraud or omissions or intentional misrepresentationwillful breach, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationwillful breach, (ii) the time period during which a claim for actual fraud or intentional misrepresentation willful breach may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationwillful breach.

Specific Performance and Other Remedies. (a) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder Holder or the Stockholder Holder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order an Order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order Order or injunction or in connection with any related action or legal proceedingproceeding and (iii) each of the parties hereto further waives any defense in any action for specific performance that a remedy at law would be adequate. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth in this Agreement, none Each of the provisions set forth Holders and their successors and permitted assigns are third party beneficiaries of this Agreement with full authority and right to enforce the provision hereof in this Agreementlaw or in equity, including the provisions set forth in Article VII, shall be deemed a waiver by any party right to this Agreement the remedy of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationspecific performance.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or Table of Contents other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article VII will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on such Person’s fraudulent acts or omissions, or Intentional Breach or Intentional Misrepresentation. Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentationIntentional Breach or Intentional Misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud fraud, Intentional Breach or intentional misrepresentationIntentional Misrepresentation, (ii) the time period during which a claim for actual fraud fraud, Intentional Breach or intentional misrepresentation Intentional Misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud fraud, Intentional Breach or intentional misrepresentationIntentional Misrepresentation.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, or any Stockholder or the Stockholder Representative Securityholder, of any covenant, obligation or other agreement set forth in this Agreement or any Related Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any Subject to Section 9.2(e), any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Indemnifying Party under Article IX will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based in connection with a claim of a Bad Act committed by such Indemnifying Party or of which such Indemnifying Party had actual knowledge prior to the Closing. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII‎Article IX, shall be deemed a waiver by any Indemnified party to this Agreement of any right or remedy which such party Indemnified Party may have at law or in equity based on any other Person’s fraudulent acts in connection with a claim of a Bad Act committed by such Indemnifying Party or omissions or intentional misrepresentationof which such Indemnifying Party had actual knowledge prior to the Closing, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in connection with any such claim for actual fraud or intentional misrepresentationBad Act, (ii) the time period during which a claim for actual fraud or intentional misrepresentation any such Bad Act may be brought brought, or (iii) the recourse which any such party Indemnified Party may seek against another Person any Indemnifying Party in connection with respect to a claim for of a Bad Act committed by such Indemnifying Party or of which such Indemnifying Party had actual fraud or intentional misrepresentationknowledge prior to the Closing.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, that damages in the event of a breach by a party of this Agreement would be difficult if not impossible to ascertain and irreparable damage would occur in the event that any of the provisions of this Agreement are not performed by any party in accordance with their specific terms or were otherwise breached by such party. The parties to this Agreement accordingly agree that in the event of any breach or threatened breach by the other a party or parties hereto, any Stockholder or the Stockholder Representative hereto of any covenant, obligation or other agreement set forth in this Agreement, (i) each other party shall be entitled, without any requirement to post a bond or others security or any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction injunction, temporary restraining order or any other equitable relief preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action Action. Each party agrees that it will not oppose or legal proceedingotherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, shall be deemed a waiver by any party to this Agreement The liability of any right or remedy which Person under Article VII will be in addition to, and not exclusive of, any other liability that such party Person may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentationomissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationwillful breach.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, or any Stockholder or the Stockholder Representative Securityholder, of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security -71- or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any Subject to Section 8.2(d) and Section 9.2, any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Indemnifying Party under Article VIII will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity for any Fraud committed by, or with the actual knowledge of, such Indemnifying Party. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII‎Article VIII, shall be deemed a waiver by any party to this Agreement Indemnified Party of any right or remedy which such party that any Indemnified Party may have at law or in equity based against an Indemnifying Party for any Fraud committed by such Indemnifying Party or of which such Indemnifying Party had actual knowledge on any other Person’s fraudulent acts or omissions or intentional misrepresentation, nor will any such provisions limit, or be deemed prior to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationClosing Date.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article VIII will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity in connection with a claim based on Actual Fraud committed by such Person. Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIVIII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity against any Person in connection with a claim based on any other Actual Fraud committed by such Person’s fraudulent acts or omissions or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationsuch Actual Fraud, (ii) the time period during which a claim for actual fraud or intentional misrepresentation such Actual Fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationsuch Actual Fraud.

Specific Performance and Other Remedies. (a) The parties to Each Party agrees that if any of the provisions of this Agreement agree thatwere not to be performed as required by their specific terms or were to be otherwise breached, in irreparable damage would occur to the event other Party, no adequate remedy at law would exist and damages would be difficult to determine. It is accordingly agreed that Purchaser, on the one hand, and Seller and the Company, on the other hand, shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable) and to enforce specifically the terms and provisions of this Agreement. No Party shall be permitted to raise as a defense that an adequate remedy at law exists or that specific performance or equitable or injunctive relief is unenforceable, invalid, contrary to law or inequitable for any reason with respect to any breach of this Agreement; provided, however, that in any such Proceeding for equitable relief or specific performance, any Party may assert that specific performance is not warranted on the grounds that there is no actual or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, . Each of the Parties hereby waives: (i) each party any defenses in any action for specific performance, including the defense that 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. The Parties further agree that: (A) by seeking the remedies provided for in this ‎Section 12.12(a) a Party shall be entitled, without not in any proof of actual damages (and in addition respect waive its right to seek any other remedy form of relief that may be available to it), such Party under this Agreement (including monetary damages) in the event that the remedies provided for in this ‎Section 12.12(a) are not available or otherwise are not granted; and (B) nothing in this ‎Section 12.12(a) shall require any Party to a decree institute any Proceedings for (or order of limit any Party’s right to institute any Proceeding for) specific performance under this ‎Section 12.12(a) prior or mandamus as a condition to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post exercising any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceedingtermination right under ‎Article XI. (b) Any and all remedies herein expressly conferred herein upon a party hereto shallFor the avoidance of doubt, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude no event shall the exercise of any other remedy. (c) Notwithstanding anything the right to obtain specific performance by the contrary set forth Company or Seller reduce, restrict or otherwise limit the rights of Seller to terminate this Agreement pursuant to ‎Section 11.1 and be paid the Termination Fee pursuant to ‎Section 11.2 in this Agreementthe event of a Qualified Termination; provided, none however, that in no event shall Seller be entitled to obtain both a grant of specific performance to cause the Closing to occur and payment of the provisions set forth in this Agreement, including the provisions set forth in Article VII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationTermination Fee.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder Shareholder or the Stockholder Shareholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedyremedy (provided that for clarity, following the Closing and subject to Section 10.10(c), Section 8.2(f) will control exclusively on the topic of remedies). (c) The liability of any Person under Article VIII will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity in connection with a claim based on fraud committed by, or with the actual knowledge of, such Person. Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIýArticle VIII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity against any Person in connection with a claim based on any other fraud committed by, or with the actual knowledge of, such Person’s fraudulent acts or omissions or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationsuch fraud, (ii) the time period during which a claim for actual such fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationsuch fraud.

Specific Performance and Other Remedies. (a) The parties Parties hereby expressly recognize and acknowledge that immediate, extensive and irreparable damage would result, no adequate remedy at law would exist, and damages would be difficult to determine in the event that any provision of this Agreement is not performed in accordance with its specific terms or otherwise breached. The Parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative Party of any covenant, obligation or other agreement set forth in this Agreement or any Related Agreement, (i) each party Party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to seek a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto Party shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceedingAction. (b) Any and all remedies herein expressly conferred herein upon The liability of a party hereto shall, subject Party under Article X will be in all respects addition to the limitations set forth in Article VII (including Section 7.2(d)), be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by liability that a Party may have at law or in equity upon based on such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Party’s Fraud. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIX, shall be deemed a waiver by any party to this Agreement a Party of any right or remedy which such party Party may have at law or in equity based on any the other PersonParty’s fraudulent acts or omissions or intentional misrepresentationFraud, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationFraud, (ii) the time period during which a claim for actual fraud or intentional misrepresentation Fraud may be brought or (iii) the recourse which any such party a Party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationFraud.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article IX will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on such Person’s fraudulent acts or omissions, or willful misconduct or intentional misrepresentation. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII‎Article IX, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or willful misconduct or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, misrepresentation (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentation.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, Parent, any Stockholder or the Stockholder Representative Company Holder Committee of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article V will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIV, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentationomissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationfraud, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationfraud.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, Parent, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article V will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on such Person's fraudulent acts or omissions. Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIV, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s 's fraudulent acts or omissions or intentional misrepresentationomissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationfraud, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationfraud.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative hereto of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to seek a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceedingAction. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law Law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article VIII will be in addition to, and not exclusive of, any other Liability that such Person may have at Law or in equity based on such Person’s Fraudulent acts or omissions. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIVIII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law Law or in equity against a Person based on any other such Person’s fraudulent Fraudulent acts or omissions or intentional misrepresentationomissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationFraud, (ii) the time period during which a claim for actual fraud or intentional misrepresentation Fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationsuch Person’s Fraud.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder Holder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedyremedy (provided that for clarity, following the Closing and subject to Section 10.10(c), Section 8.2(f) will control exclusively on the topic of remedies). (c) The liability of any Person under Article VIII will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity in connection with a claim based on fraud committed by, or with the actual knowledge of, such Person. Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII‎Article VIII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity against any Person in connection with a claim based on any other fraud committed by, or with the actual knowledge of, such Person’s fraudulent acts or omissions or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationsuch fraud, (ii) the time period during which a claim for actual such fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationsuch fraud.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to seek a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceedingAction. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law Law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law Law or in equity against a Person based on any other such Person’s fraudulent acts or omissions or intentional misrepresentationFraud, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationFraud, (ii) the time period during which a claim for actual fraud or intentional misrepresentation Fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual fraud or intentional misrepresentationFraud.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, Each Party hereby acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by a Party in accordance with their specific terms or were otherwise breached by a Party. Notwithstanding anything to the contrary herein, but subject to the last sentence of this Section 8.3, if any breach Party violates or threatened breach refuses to perform any covenant or agreement made by the other party or parties hereto, any Stockholder or the Stockholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitledsuch Party herein, without limiting or waiving in any proof respect any rights or remedies of actual damages (and a Party under this Agreement now or hereafter existing at law, in equity or by statute, the non-breaching Party or Parties shall, in addition to any other remedy that may to which a Party is entitled at law or in equity, be available entitled to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenantcovenant or agreement or to seek any other equitable relief, obligation in each case without the proof of actual damages. Each Party agrees to waive any requirement for the security or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post posting of any bond or other security or collateral in connection with any such decreeequitable remedy, order and agrees that it will not oppose the granting of an injunction, specific performance or injunction other equitable relief on the basis that (a) the other Party has an adequate remedy at law or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shallan award of specific performance is not an appropriate remedy for any reason at law or equity. Buyer hereby agrees that, subject in all respects prior to the limitations set forth Closing or the termination of this Agreement in Article VII accordance with its terms (including for which Buyer accepts that Seller has no liability as provided in Section 7.2(d8.2(a)), be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth in actions for specific performance under this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, Section 8.3 shall be deemed a waiver by any party to this Agreement of any right or Buyer’s sole and exclusive remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim breaches of this Agreement by Seller, and Buyer may not seek or accept any other form of relief (including monetary damages) that may be available for actual fraud or intentional misrepresentation.breach of this Agreement by Seller.‌ ARTICLE IX.‌

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder or the Stockholder Representative hereto of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, Agreement shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have available at law or in equity based on any other Person’s fraudulent acts in connection with a claim of a Fraud or omissions or intentional misrepresentationWillful Breach, nor except as set forth in Section 6.9 or Section 9.1 will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in connection with any such claim for actual fraud Fraud or intentional misrepresentationWillful Breach, (ii) the time period during which a claim for actual fraud or intentional misrepresentation any such Fraud of Willful Breach may be brought brought, or (iii) the recourse which any such party Indemnified Party may seek against another Person in connection with respect to a claim for actual fraud of a Fraud or intentional misrepresentationWillful Breach.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder Company Securityholder or the Stockholder Securityholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any Except as expressly set forth herein, any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. However, following the Closing, the rights to indemnification, compensation and reimbursement set forth in Article IX shall be the sole and exclusive monetary remedy of the Indemnified Parties with respect to any breach of this Agreement. (c) The liability of any Person under Article IX will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIX, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other Person’s fraudulent acts or omissions or intentional misrepresentationomissions, against such Person, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationfraud, (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another any Person with respect to a claim for actual fraud or intentional misrepresentationby such Person.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder Company Securityholder or the Stockholder Securityholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any Except as expressly set forth herein, any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. However, following the Closing, the rights to indemnification, compensation and reimbursement set forth in Article IX shall be the sole and exclusive monetary remedy of the Indemnified Parties with respect to any breach of this Agreement. (c) The liability of any Indemnifying Party under Article IX will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on such Person’s Fraud. Notwithstanding anything to the contrary set forth contained in this Agreement, except with respect to Fraud on the part of the Company or any Subsidiary (which, following the Effective Time, will be governed by Section 9.2(a)(vi) hereof), none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIX, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity against any other Person based on any such other Person’s fraudulent acts or omissions or intentional misrepresentationFraud, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentationFraud against such Person, (ii) the time period during which a claim for actual fraud or intentional misrepresentation Fraud may be brought against such Person or (iii) the recourse which any such party may seek against another such Person with respect to a claim for actual fraud or intentional misrepresentationFraud by such Person.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder Company Shareholder or the Stockholder Shareholders’ Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to seek a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceedingAction. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law Law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Person under Article VIII will be in addition to, and not exclusive of, any other Liability that such Person may have at Law or in equity based on such Person’s fraud in respect of this Agreement or the Transactions. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII‎Article VIII, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law Law or in equity against a Person based on any other such Person’s fraudulent acts fraud in respect of this Agreement or omissions or intentional misrepresentationthe Transactions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud in respect of this Agreement or intentional misrepresentationthe Transactions, (ii) the time period during which a claim for actual fraud in respect of this Agreement or intentional misrepresentation the Transactions may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for actual such Person’s fraud in respect of this Agreement or intentional misrepresentationthe Transactions.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, or any Stockholder or the Stockholder Representative Securityholder, of any covenant, obligation or other agreement set forth in this Agreement or any Related Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any Subject to Section 9.2(d), any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) The liability of any Indemnifying Party under Article IX will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based in connection with a claim of a Bad Act committed by such Indemnifying Party or of which such Indemnifying Party had actual knowledge prior to the Closing. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIX, shall be deemed a waiver by any Indemnified party to this Agreement of any right or remedy which such party Indemnified Party may have at law or in equity based on any other Person’s fraudulent acts in connection with a claim of a Bad Act committed by such Indemnifying Party or omissions or intentional misrepresentationof which such Indemnifying Party had actual knowledge prior to the Closing, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in connection with any such claim for actual fraud or intentional misrepresentationBad Act, (ii) the time period during which a claim for actual fraud or intentional misrepresentation any such Bad Act may be brought brought, or (iii) the recourse which any such party Indemnified Party may seek against another Person any Indemnifying Party in connection with respect to a claim for of a Bad Act committed by such Indemnifying Party or of which such Indemnifying Party had actual fraud or intentional misrepresentationknowledge prior to the Closing.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder Company Securityholder or the Stockholder Securityholder Representative of any covenant, obligation or other agreement set forth in this Agreement or any Related Agreement, as the case may be, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order an Order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order Order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. (c) Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VII, shall be deemed a waiver by any party to this Agreement The liability of any right or remedy which Person under Article VIII will be in addition to, and not exclusive of, any other liability that such party Person may have at law or in equity based on any other (i) such Person’s fraudulent acts or omissions or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud willful breach or intentional misrepresentation, misrepresentation or (ii) the time period during which a claim for actual fraud any other fraudulent acts or omissions or willful breach or intentional misrepresentation may be brought or (iii) the recourse of which any such party may seek against another Person with respect to a claim for had actual fraud or intentional misrepresentationknowledge.

Specific Performance and Other Remedies. (a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Stockholder Company Securityholder or the Stockholder Securityholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall, subject in all respects to the limitations set forth in Article VII (including Section 7.2(d)), shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. However, following the Closing, Section 9.3(d) shall control exclusively on the topic of monetary remedies against the Indemnifying Parties. (c) The liability of any Person under Article IX will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on such Person’s fraudulent acts or omissions, or willful misconduct or intentional misrepresentation. Notwithstanding anything to the contrary set forth contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIX, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on any other such Person’s fraudulent acts or omissions or willful misconduct or intentional misrepresentation, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for actual fraud or intentional misrepresentation, misrepresentation (ii) the time period during which a claim for actual fraud or intentional misrepresentation may be brought or (iii) the recourse which any such party may seek against another such Person with respect to a claim for actual fraud or intentional misrepresentationmisrepresentation by such Person.