Specific Performance and Remedies Clause Samples

Specific Performance and Remedies. Shareholder acknowledges that it will be impossible to measure in money the damage to Parent if Shareholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, Parent will not have an adequate remedy at law or in equity. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that Parent has an adequate remedy at law. Shareholder agrees that Shareholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with Parent’s seeking or obtaining such equitable relief. In addition, after discussing the matter with Shareholder, Parent shall have the right to inform any third party that Parent reasonably believes to be, or to be contemplating, participating with Shareholder or receiving from Shareholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of Parent hereunder, and that participation by any such persons with Shareholder in activities in violation of Shareholder’s agreement with Parent set forth in this Agreement may give rise to claims by Parent against such third party.

Specific Performance and Remedies. The rights of the parties under this Agreement are unique and, accordingly, the parties shall have the right to, in addition to any other remedies as may be available to any of them at law or in equity, to enforce their rights hereunder by actions for specific performance in addition to any other legal or equitable remedies that they might have to the extent permitted by law. All rights and remedies of the Company and of the Grantee enumerated in this Agreement shall be accumulative, and, except as expressly provided otherwise in this Agreement, none shall exclude any other rights or remedies allowed by law or in equity, and each of said rights or remedies may be exercised and enforced concurrently.

Specific Performance and Remedies. Shareholder acknowledges that it will be impossible to measure in money the damage to NBT if Shareholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, NBT will not have an adequate remedy at law or in equity. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that NBT has an adequate remedy at law. Shareholder agrees that Shareholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with NBT’s seeking or obtaining such equitable relief.

Specific Performance and Remedies. Shareholder acknowledges that it will be impossible to measure in money the damage to PPBI if Shareholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, PPBI will not have an adequate remedy at law. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that PPBI may have an adequate remedy at law. Shareholder agrees that Shareholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with PPBI’s seeking or obtaining such equitable relief.

Specific Performance and Remedies. Stockholder acknowledges that it will be impossible to measure in money the damage to the Company and First Foundation if Stockholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, the Company and First Foundation will not have an adequate remedy at law. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy of the Company and First Foundation for any such failure and will not oppose the granting of such relief on the basis that the Company and First Foundation may have an adequate remedy at law. Stockholder agrees that Stockholder will not seek, and agree to waive any requirement for, the securing or posting of a bond in connection with the Company or First Foundation seeking or obtaining such equitable relief.

Specific Performance and Remedies. Shareholder acknowledges that it will be impossible to measure in money the damage to Western or to Santa ▇▇▇▇▇▇ if Shareholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, Western and Santa ▇▇▇▇▇▇ will not have an adequate remedy at law or in damages. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that Western or Santa ▇▇▇▇▇▇ have an adequate remedy at law. Shareholder agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with Western or Santa Monica's seeking or obtaining such equitable relief. In addition to all other rights or remedies which Western or Santa ▇▇▇▇▇▇ ▇▇▇ have against Shareholder in the event of a default in Shareholder's performance of Shareholder's obligations under this Agreement, Shareholder shall be liable to Western and Santa ▇▇▇▇▇▇ for all litigation costs and attorneys' fees incurred by Western and Santa ▇▇▇▇▇▇ in connection with the enforcement of any of its rights or remedies against Shareholder. In addition, after discussing the matter with Shareholder, Western and Santa ▇▇▇▇▇▇ shall have the right to inform any third party that Western and Santa ▇▇▇▇▇▇ reasonably believes to be, or to be contemplating, participating with Shareholder or receiving from Shareholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of Western and Santa ▇▇▇▇▇▇ hereunder, and that participation by any such persons with Shareholder in activities in violation of Shareholder's agreement with Western and Santa ▇▇▇▇▇▇ set forth in this Agreement may give rise to claims by Western and Santa ▇▇▇▇▇▇ against such third party.

Specific Performance and Remedies. Shareholder acknowledges that it will be impossible to measure in money the damage to Hawthorne if Shareholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, Hawthorne will not have an adequate remedy at law or in equity. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that Hawthorne may have an adequate remedy at law. Shareholder agrees that Shareholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with Hawthorne’s seeking or obtaining such equitable relief. In addition, after discussing the matter with Shareholder, Hawthorne shall have the right to inform any third party that Hawthorne reasonably believes to be, or to be contemplating, participating with Shareholder or receiving from Shareholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of Hawthorne hereunder, and that participation by any such persons with Shareholder in activities in violation of Shareholder’s agreement with Hawthorne set forth in this Agreement may give rise to claims by Hawthorne against such third party.

Specific Performance and Remedies. (a) Each of the parties agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that the MPT Parties and the IASIS Parties would be irreparably harmed if any of the provisions of the Agreement are not performed in accordance with their specific terms and that monetary damages would not provide adequate remedy in such event. Accordingly, in addition to any other remedy to which a non-breaching party may be entitled at Law pursuant to the terms of this Agreement (including and subject to Section 7.1 and Section 10.8(b) below), a party shall be entitled (i) to injunctive relief without the posting of any bond to prevent breaches of this Agreement and (ii) to specifically enforce the terms and provisions hereof. Subject to Section 7.1 and Section 10.8(b), each party further waives any defense that a remedy at Law would be adequate in any action or Litigation for specific performance or injunctive relief hereunder. (b) Notwithstanding anything in this Section 10.8 to the contrary, it is agreed that the right of the IASIS Parties to seek specific performance to cause the MPT Parties to consummate the Closing shall be subject to the requirements that (i) the Marketing Period has ended, (ii) all of the conditions to Closing set forth in Sections 6.1 and 6.2 are satisfied (other than (x) those conditions that by their terms are to be satisfied at Closing, but subject to the satisfaction or, if permissible, waiver of those conditions and (y) Section 6.1(c) to the extent that the IASIS Parties or their Affiliates are seeking or pursuing specific performance against ▇▇▇▇▇▇▇ or its Affiliates under Section 10.12 of the Merger Agreement and the MPT Parties fail to consummate the Closing on the date required pursuant to Section 1.6(a), (iii) all of the conditions to the consummation of the financing provided by the Debt Commitment Letter (or, if Alternative Financing is being used in accordance with Section 5.8(a), pursuant to the commitments with respect thereto) have been satisfied (other than those conditions that by their terms are to be satisfied at Closing), (iv) the Debt Financing has funded (or will be funded if the Closing occurs) and (v) the IASIS Parties have delivered written notice to the MPT Parties confirming irrevocably that all of the conditions set forth in Sections 6.1 (other than Section 6.1(c) to the extent that the IASIS Parties or their Affiliates are seeking or pursuing specific performan...

Specific Performance and Remedies. Shareholder acknowledges that it will be impossible to measure in money the damage to ICG if Shareholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, ICG will not have an adequate remedy at law or in damages. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that ICG has an adequate remedy at law. Shareholder agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with ICG's seeking or obtaining such equitable relief. In addition, after discussing the matter with Shareholder, ICG shall have the right to inform any third party that ICG reasonably believes to be, or to be contemplating, participating with Shareholder or receiving from Shareholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of ICG hereunder, and that participation by any such persons with Shareholder in activities in violation of Shareholder's agreement with ICG set forth in this Agreement may give rise to claims by ICG against such third party.