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 Company Stockholder or the 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. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 based on such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article 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 a Person based on such Person’s fraudulent acts or omissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for fraud, (ii) the time period during which a claim for fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such 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 Company Stockholder or the Stockholders’ 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 Actionaction 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 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 contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article ARTICLE 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 law or in equity against a Person based on such any other Person’s fraudulent acts or omissionsFraud, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for fraudFraud, (ii) the time period during which a claim for fraud Fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such Person’s fraudFraud. (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 incur 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 Company Stockholder or the Stockholders’ 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 VII will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on such Person’s fraudulent acts or omissions, or willful misconduct or intentional misrepresentation. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIVII, 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 such any other Person’s fraudulent acts or omissionsomissions 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 fraud, willful misconduct or intentional misrepresentation (ii) the time period during which a claim for 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 such Person’s 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 Stockholders’ 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall 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 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 contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIVII, 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 such any other Person’s fraudulent acts or omissionsomissions 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 fraudactual 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 such Person’s fraudactual 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 Company Stockholder or the Stockholders’ 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall 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 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 contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIII‎Article 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 such any other Person’s fraudulent acts or omissionsomissions 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 fraudactual 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 such Person’s fraudactual 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 Company Stockholder or the Stockholders’ 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 IX will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on such Person’s fraudulent acts or omissions, or willful misconduct or intentional misrepresentation. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIII‎Article IX, 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 such any other Person’s fraudulent acts or omissionsomissions 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 fraud, fraud or intentional misrepresentation (ii) the time period during which a claim for 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 such Person’s fraudfraud 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 Company Stockholder or the Stockholders’ 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 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 V will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIV, 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 such any other Person’s fraudulent acts or omissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for fraud, (ii) the time period during which a claim for fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such 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, or any Company Stockholder or the Stockholders’ 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 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 Actionaction or legal proceeding. (b) Any Subject to Section 9.2(e), any and all remedies herein expressly conferred herein upon a party hereto 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 Indemnifying Party under Article VIII IX will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on in connection with a claim of a Bad Act committed by such Person’s fraudulent acts Indemnifying Party or omissionsof which such Indemnifying Party had actual knowledge prior to the Closing. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIII‎Article 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 law or in equity against in connection with a Person based on claim of a Bad Act committed by such Person’s fraudulent acts Indemnifying Party or omissionsof 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 fraudBad Act, (ii) the time period during which a claim for fraud 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 Person’s fraudIndemnifying Party or of which such Indemnifying Party had actual knowledge 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, or any Company Stockholder or the Stockholders’ 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 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 -71- or collateral in connection with any such decree, order or injunction or in connection with any related Actionaction 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 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 Indemnifying Party under Article VIII will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on for any Fraud committed by, or with the actual knowledge of, such Person’s fraudulent acts or omissionsIndemnifying Party. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article ‎Article 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 law or in equity against a Person based an Indemnifying Party for any Fraud committed by such Indemnifying Party or of which such Indemnifying Party had actual knowledge on such Person’s fraudulent acts or omissions, 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 fraud, (ii) the time period during which a claim for fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such Person’s fraudClosing Date.

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 Company Stockholder or the Stockholders’ 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 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 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. Each party agrees that it will not oppose or otherwise 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 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 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 VII will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article 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 a Person based on such Person’s fraudulent acts or omissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought intentional misrepresentation or awarded in any such claim for fraud, (ii) the time period during which a claim for fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such Person’s fraudwillful 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 Company Stockholder or the Stockholders’ 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 IX will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on such Person’s fraudulent acts fraud or omissionswillful breach. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIIX, 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 such any other Person’s fraudulent acts fraud or omissionswillful 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 fraudfraud or willful breach, (ii) the time period during which a claim for fraud or willful breach may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such Person’s fraudfraud or willful 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 Company Stockholder Securityholder or the Stockholders’ 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 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 Actionaction or legal proceeding. (b) Any Except as expressly set forth herein, any and all remedies herein expressly conferred herein upon a party hereto 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. 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 VIII IX will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIIX, 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 such any Person’s fraudulent acts or omissions, 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 fraud, (ii) the time period during which a claim for fraud may be brought or (iii) the recourse which any such party may seek against another any Person with respect to a claim for fraud by such 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 Company Stockholder Holder or the 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 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 liability that such Person may have at Law law or in equity in connection with a claim based on fraud committed by, or with the actual knowledge of, such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article ‎Article 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 any Person in connection with a Person claim based on fraud committed by, or with the actual knowledge of, such Person’s fraudulent acts or omissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for such fraud, (ii) the time period during which a claim for such fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such 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 Company Stockholder or the 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. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 based on such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIVII, 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 a Person based on such Person’s fraudulent acts or omissionsFraud, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for fraudFraud, (ii) the time period during which a claim for fraud Fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such Person’s fraudFraud.

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 Company Stockholder or the Stockholders’ 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 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 Actionaction or legal proceeding. (b) Any Subject to Section 9.2(d), any and all remedies herein expressly conferred herein upon a party hereto 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 Indemnifying Party under Article VIII IX will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on in connection with a claim of a Bad Act committed by such Person’s fraudulent acts Indemnifying Party or omissionsof which such Indemnifying Party had actual knowledge prior to the Closing. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIIX, 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 law or in equity against in connection with a Person based on claim of a Bad Act committed by such Person’s fraudulent acts Indemnifying Party or omissionsof 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 fraudBad Act, (ii) the time period during which a claim for fraud 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 Person’s fraudIndemnifying Party or of which such Indemnifying Party had actual knowledge 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 Company Stockholder Shareholder or the StockholdersShareholders’ 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. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 based on such Person’s fraudulent acts fraud in respect of this Agreement or omissionsthe Transactions. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article ‎Article 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 a Person based on such Person’s fraudulent acts fraud in respect of this Agreement or omissionsthe 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 fraudfraud in respect of this Agreement or the Transactions, (ii) the time period during which a claim for fraud in respect of this Agreement or the Transactions may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such Person’s fraudfraud in respect of this Agreement or 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 Company Stockholder or the Stockholders’ 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. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 based on such Person’s fraudulent Fraudulent acts or omissions. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article 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 a Person based on such Person’s fraudulent Fraudulent acts or omissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for fraudFraud, (ii) the time period during which a claim for fraud Fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such Person’s fraudFraud.

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 Stockholders’ 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall shall, subject in all respects to the limitations set forth in Article VII (including Sections 7.2(d) and (e)), 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 contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIVII, 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 such any other Person’s fraudulent acts actual fraud or omissionsintentional 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 fraudactual 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 such Person’s fraudactual 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 Company Stockholder Securityholder or the Stockholders’ 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 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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. 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 VIII IX will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on such Person’s fraudulent acts or omissions, or willful misconduct or intentional misrepresentation. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIIX, 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 such Person’s fraudulent acts or omissionsomissions 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 fraud, fraud or intentional misrepresentation (ii) the time period during which a claim for 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 fraud or intentional misrepresentation by such 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, Parent, any Company Stockholder or the Stockholders’ 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 V will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on such Person’s 's fraudulent acts or omissions. Notwithstanding anything to the contrary contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIV, 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 such any other Person’s 's fraudulent acts or omissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for fraud, (ii) the time period during which a claim for fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such 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 Company Stockholder Securityholder or the Stockholders’ 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 seek 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 liability that such Person may have at Law law or in equity based on (i) such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIII, shall be deemed a waiver by omissions or willful breach or intentional misrepresentation or (ii) any party to this Agreement of any right or remedy which such party may have at Law or in equity against a Person based on such Person’s other fraudulent acts or omissions, nor will any omissions or willful breach or intentional misrepresentation of which such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for fraud, (ii) the time period during which a claim for fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such Person’s fraudhad actual knowledge.

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 Company Stockholder Holder or the Stockholders’ 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 seek 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 Actionaction or legal proceeding 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 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 Each of any Person under Article VIII will be the 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 addition to, and not exclusive of, any other Liability that such Person may have at Law law or in equity based on such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreementequity, including the provisions set forth in Article VIII, 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 against a Person based on such Person’s fraudulent acts or omissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for fraud, (ii) the time period during which a claim for fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such Person’s fraudspecific 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 Company Stockholder Shareholder or the Stockholders’ 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 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 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 liability that such Person may have at Law law or in equity in connection with a claim based on fraud committed by, or with the actual knowledge of, such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article ýArticle 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 any Person in connection with a Person claim based on fraud committed by, or with the actual knowledge of, such Person’s fraudulent acts or omissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for such fraud, (ii) the time period during which a claim for such fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such 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 Company Stockholder or the Stockholders’ 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIII, 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 law or in equity against in connection with a Person based on such Person’s fraudulent acts claim of a Fraud or omissionsWillful 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 fraudFraud or Willful Breach, (ii) the time period during which a claim for fraud 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 such Person’s fraudof a Fraud or Willful Breach.

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 Company Stockholder Security Holder or the Stockholders’ 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 ActionLegal 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 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 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 contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIVII, 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 a Person based on such Person’s fraudulent acts or omissionsomissions or 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 fraudFraud, willful misrepresentation or intentional breach, (ii) the time period during which a claim for fraud Fraud, willful misrepresentation or intentional breach may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such Person’s fraudFraud, willful misrepresentation or intentional 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 Company Stockholder or the Stockholders’ 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 liability that such Person may have at Law law or in equity in connection with a claim based on Actual Fraud committed by such Person’s fraudulent acts or omissions. Notwithstanding anything to the contrary contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article 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 any Person in connection with a Person claim based on Actual Fraud committed by such Person’s fraudulent acts or omissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for fraudsuch Actual Fraud, (ii) the time period during which a claim for fraud 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 such Person’s fraudActual 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 Company Stockholder or the Stockholders’ 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 seek 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 Actiontermination right under ‎Article XI. (b) Any and all remedies herein expressly conferred herein upon a party hereto For the avoidance of doubt, in no event 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 the right to obtain specific performance by the Company or Seller reduce, restrict or otherwise limit the rights of any Person under Article VIII will Seller to terminate this Agreement pursuant to ‎Section 11.1 and be paid the Termination Fee pursuant to ‎Section 11.2 in addition tothe event of a Qualified Termination; provided, however, that in no event shall Seller be entitled to obtain both a grant of specific performance to cause the Closing to occur 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 contained in this Agreement, none payment of the provisions set forth in this Agreement, including the provisions set forth in Article 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 a Person based on such Person’s fraudulent acts or omissions, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for fraud, (ii) the time period during which a claim for fraud may be brought or (iii) the recourse which any such party may seek against another Person with respect to a claim for such Person’s fraudTermination 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 Company Stockholder or the Stockholders’ 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 -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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 VII will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on such Person’s fraudulent acts or omissions. . (d) Notwithstanding anything to the contrary contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIýArticle 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 law or in equity against a any other Person based on for such Person’s fraudulent acts or omissionsomissions with 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 fraud, (ii) the time period during which a claim for fraud 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 fraud; provided, however, that no Indemnifying Party would be liable for Losses in excess of such PersonIndemnifying Party’s fraudPro Rata Portion of the amount of Losses in respect of such claim or of 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 Company Stockholder or the Stockholders’ 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 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIIX, 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 law or in equity against in connection with a Person based on such Person’s fraudulent acts or omissionsclaim 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 fraudFraud, (ii) the time period during which a claim for fraud 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 of Fraud committed by such Person’s fraudStockholder.

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 Stockholders’ 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 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 Actionaction or legal proceeding. (b) Any and all remedies herein expressly conferred herein upon a party hereto 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 VII will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on such Person’s fraudulent acts or omissions, or Intentional Breach or Intentional Misrepresentation. Notwithstanding anything to the contrary contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIVII, 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 such any other Person’s fraudulent acts or omissionsomissions or Intentional 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 fraud, Intentional Breach or Intentional Misrepresentation, (ii) the time period during which a claim for fraud fraud, Intentional Breach 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 such Person’s fraud, Intentional Breach 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 Stockholders’ 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. (b) Any and all remedies herein expressly conferred herein upon a party hereto shall 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) 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 contained set forth in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in Article VIIIVII, 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 such any other Person’s fraudulent acts or omissionsomissions 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 fraudactual 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 such Person’s fraudactual 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 Company Stockholder Securityholder or the Stockholders’ 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 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 Actionaction or legal proceeding. (b) Any Except as expressly set forth herein, any and all remedies herein expressly conferred herein upon a party hereto 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. 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 Indemnifying Party under Article VIII IX will be in addition to, and not exclusive of, any other Liability liability that such Person may have at Law law or in equity based on such Person’s fraudulent acts or omissionsFraud. Notwithstanding anything to the contrary 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 VIIIIX, 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 any other Person based on such other Person’s fraudulent acts or omissionsFraud, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for fraudFraud against such Person, (ii) the time period during which a claim for fraud 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 Fraud by such Person’s fraud.