Common use of Specific Performance and Remedies Clause in Contracts

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 performance against ▇▇▇▇▇▇▇ or its Affiliates under Section 10.12 of the Merger Agreement and 6.2 (other than those conditions that by their terms are to be satisfied at Closing) have been satisfied and the conditions set forth in Section 6.3 have been satisfied or waived and they are ready, willing and able to consummate the Closing, and the IASIS Parties will take all actions that are within their control to cause the Closing to occur. Notwithstanding anything to the contrary in this Agreement, under no circumstances will the IASIS Parties and/or any IASIS Related Person (collectively with all of their Affiliates) be entitled to (x) monetary damages (liquidated or otherwise) in excess of the Liability Limitation, (y) both a grant of specific performance to cause the MPT Parties to consummate the Transactions and all or any portion of the Reverse Termination Fee, or (z) a grant of specific performance to cause the MPT Parties to consummate the Transactions unless the closing under the Merger Agreement occurs or will occur immediately after the Closing under this Agreement. The election of the IASIS Parties to pursue an injunction or specific performance shall not restrict, impair or otherwise limit the IASIS Parties from seeking to terminate this Agreement and seeking to collect the Reverse Termination Fee pursuant to Section 7.2(b); provided that the IASIS Parties’ acceptance of (x) the Reverse Termination Fee shall terminate any right to injunctive relief or specific performance hereunder and (y) injunctive relief or specific performance shall terminate any right to the Reverse Termination Fee. (c) The MPT Parties’ obligation to fund the Purchase Price and the Reverse Termination Fee, as applicable, under and pursuant to the terms and conditions of this Agreement is guaranteed under the Limited Guaranty. The Parties acknowledge and agree that, with respect to any funding obligations of the MPT Parties required for compliance with the specific performance remedies set forth in Sections 10.8(a) and (b) above, such funding obligations shall be subject to and guaranteed under the Limited Guaranty. (d) Neither party shall be liable for any consequential damages, damages based upon loss of revenue, income or profits, loss or diminution in value of assets or securities, damages calculated by “multiple of profits” or “multiple of cash flow” or other valuation methodology, or punitive, special, exemplary or indirect damages (except to the extent awarded to a third party), in each case in any way arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby (whether in law or in equity, and whether in contract or in tort or otherwise) or otherwise. Nothing in this Section 10.8(d) shall limit the obligation of the MPT Parties to pay the Reverse Termination Fee on the terms and conditions set forth in Section 7.2(b).

Specific Performance and Remedies. (a) Each of The Parties hereto agree that irreparable damage would occur in the parties agrees event 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 covenants or agreements set forth herein were not performed by them in accordance with their specific the terms hereof or were otherwise breached and that monetary damages money damages, even if applicable, would not provide be an adequate remedy in for such eventfailure to perform or breach of this Agreement. Accordingly, ▇▇▇▇▇▇▇▇▇, on the one hand, and the Company and [name of party redacted], on the other hand, hereby agree that the Parties shall be entitled to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement without proof of actual damages. Without limiting the generality of the foregoing, the Parties hereby further agree that prior to the Closing, the Company and [name of party redacted] shall be entitled to specific performance to enforce specifically the terms and provisions of, and to prevent or cure breaches of the covenants required to be performed by Purchaser under this Agreement (including Sections 6.6 and 6.10 and Article 2) in addition to any other remedy to which a non-breaching the Company or [name of party may be redacted] are entitled at Law law or in equity, including [name of party redacted]’s and the Company’s right to terminate this Agreement pursuant to Article 8. Each of the Parties hereto further agrees that the existence of any other remedy contemplated by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief. (b) Each Party agrees that it will not oppose (and hereby waives any defense in any action for) the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (i) the other Parties have an adequate remedy at law or (ii) an award of specific performance or other equitable remedy is not an appropriate remedy for any reason at law, equity or otherwise. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement when available pursuant to the terms of this Agreement (including and subject shall not be required to Section 7.1 and Section 10.8(b) below), a party shall be entitled (i) to injunctive relief without the posting of provide 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 or other security in connection with any defense that a remedy at Law would be adequate in any action such order 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 performance against ▇▇▇▇▇▇▇ or its Affiliates under Section 10.12 of the Merger Agreement and 6.2 (other than those conditions that by their terms are to be satisfied at Closing) have been satisfied and the conditions set forth in Section 6.3 have been satisfied or waived and they are ready, willing and able to consummate the Closing, and the IASIS Parties will take all actions that are within their control to cause the Closing to occur. Notwithstanding anything to the contrary in this Agreement, under no circumstances will the IASIS Parties and/or any IASIS Related Person (collectively with all of their Affiliates) be entitled to (x) monetary damages (liquidated or otherwise) in excess of the Liability Limitation, (y) both a grant of specific performance to cause the MPT Parties to consummate the Transactions and all or any portion of the Reverse Termination Fee, or (z) a grant of specific performance to cause the MPT Parties to consummate the Transactions unless the closing under the Merger Agreement occurs or will occur immediately after the Closing under this Agreement. The election of the IASIS Parties to pursue an injunction or specific performance shall not restrict, impair or otherwise limit the IASIS Parties from seeking to terminate this Agreement and seeking to collect the Reverse Termination Fee pursuant to Section 7.2(b); provided that the IASIS Parties’ acceptance of (x) the Reverse Termination Fee shall terminate any right to injunctive relief or specific performance hereunder and (y) injunctive relief or specific performance shall terminate any right to the Reverse Termination Feeinjunction. (c) The MPT Parties’ obligation If the Company or [name of party redacted] bring an action for specific performance pursuant to fund this Section 11.10, and a court rules that Purchaser breached this Agreement in connection with its failure to effect the Purchase Price Closing in accordance with this Agreement, but such court declines to enforce specifically the obligations of Purchaser to effect the Closing in accordance with this Agreement, then, in addition to the right of [name of party redacted] and the Reverse Termination Fee, as applicable, under and Company to terminate this Agreement pursuant to Section 8.2, the terms Company, [name of party redacted] and conditions of this Agreement is guaranteed under the Limited Guaranty. The Parties acknowledge and agree that, with respect to any funding obligations of the MPT Parties required for compliance with the specific performance remedies set forth in Sections 10.8(a) and (b) above, such funding obligations Additional Shareholders shall be subject entitled to pursue all applicable remedies at law, including seeking punitive, incidental, consequential, expectation, special or indirect damages, including for loss of economic benefit, loss of opportunity and guaranteed under the Limited Guarantytime value of money. (d) Neither If Purchaser brings an action for specific performance pursuant to this Section 11.10, and a court rules that the Company or [name of party shall be liable for any consequential damages, damages based upon loss of revenue, income or profits, loss or diminution redacted] breached this Agreement in value of assets or securities, damages calculated by “multiple of profits” or “multiple of cash flow” or other valuation methodology, or punitive, special, exemplary or indirect damages (except connection with its failure to effect the extent awarded to a third party), Closing in each case in any way arising out of or relating to accordance with this Agreement, but such court declines to enforce specifically the negotiation, execution obligations of the Company or performance [name of party redacted] to effect the Closing in accordance with this Agreement, then, in addition to the right of Purchaser to terminate this Agreement pursuant to Section 8.2, Purchaser shall be entitled to pursue all applicable remedies at law, including seeking punitive, incidental, consequential, expectation, special or the transactions contemplated hereby (whether in law or in equityindirect damages, including for loss of economic benefit, loss of opportunity and whether in contract or in tort or otherwise) or otherwise. Nothing in this Section 10.8(d) shall limit the obligation time value of the MPT Parties to pay the Reverse Termination Fee on the terms and conditions set forth in Section 7.2(b)money.

Specific Performance and Remedies. (a) Each of The Parties hereto agree that irreparable damage would occur in the parties agrees event 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 this Agreement are were not performed by them in accordance with their specific the terms hereof or were otherwise breached and that monetary damages would not provide adequate remedy in such event. Accordingly, in addition to any other remedy to which a non-breaching each party may hereto shall be entitled at Law pursuant to an injunction or injunctions to prevent breaches of the terms provisions of this Agreement and to enforce specifically the provisions of this Agreement (including and subject without any requirement to Section 7.1 and Section 10.8(b) belowpost any bond or other security in connection with seeking such relief or to prove damages), a party shall be entitled (i) or any other remedy at law or equity, exclusively in accordance with Section 10.8 hereof. The Parties hereto agree not to injunctive relief without raise any objections to the posting availability of any bond the equitable remedy of specific performance to prevent or restrain breaches of this Agreement by the Prospect Medical Parties, on the one hand, and (ii) to prevent or restrain breaches of this Agreement by the MPT Parties, on the other hand, and to specifically enforce the terms and provisions hereofof this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the Parties under this Agreement. Subject Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding relating to this Section 7.1 10.10, for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Section 10.8(b)10.10 in any court other than the aforesaid courts. For purposes of this Section 10.10, each party further waives any defense that a remedy at Law would be adequate of the Parties hereto hereby consents to service of process in any action or Litigation for specific performance or injunctive relief hereunderaccordance with the terms of Section 10.8 of this Agreement. (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 If the Closing shall be subject to not have occurred because of a breach by any of the requirements that (i) the Marketing Period has ended, (ii) Parties of their respective obligations under this Agreement and 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 performance against ▇▇▇▇▇▇▇ or its Affiliates under Section 10.12 of the Merger Agreement and 6.2 (other than those conditions that by their terms are to be satisfied at Closing) have been satisfied and the conditions such Parties' obligations as set forth in Section 6.3 6 have either been satisfied or previously waived (or would have been satisfied or waived and they are readycapable of being satisfied but for such breach of such Parties' respective obligations under this Agreement), willing and able then the non-breaching Parties shall have the right to consummate a court order specifically enforcing the Closingprovisions of this Agreement to which such breach applies and, and the IASIS Parties will take all actions that are within their control in any event, to cause specifically force the Closing to occur. Notwithstanding anything to the contrary in this Agreement, under no circumstances will the IASIS Parties and/or If any IASIS Related Person (collectively with all of their Affiliates) be entitled to (x) monetary damages (liquidated or otherwise) in excess of the Liability Limitation, (y) both a grant of specific non-breaching Parties brings any action to enforce specifically the performance to cause the MPT Parties to consummate the Transactions and all or any portion of the Reverse Termination Fee, or (z) a grant terms and provisions of specific performance to cause the MPT Parties to consummate the Transactions unless the closing under the Merger Agreement occurs or will occur immediately after the Closing under this Agreement. The election of the IASIS Parties to pursue an injunction or specific performance shall not restrict, impair or otherwise limit the IASIS Parties from seeking to terminate this Agreement and seeking to collect by the Reverse breaching Parties, the Termination Fee pursuant to Section 7.2(b); provided that the IASIS Parties’ acceptance of Date shall automatically be extended by (x) the Reverse Termination Fee shall terminate any right to injunctive relief amount of time during which such action is pending, plus twenty (20) Business Days or specific performance hereunder and (y) injunctive relief or specific performance shall terminate any right to such other time period established by the Reverse Termination FeeDelaware court presiding over such action. (c) The MPT Parties’ obligation In no event shall either party be entitled to fund the Purchase Price and the Reverse Termination Fee, as applicable, under and pursuant to the terms and conditions of this Agreement is guaranteed under the Limited Guaranty. The Parties acknowledge and agree that, with respect to any funding obligations of the MPT Parties required for compliance with the both specific performance remedies set forth in Sections 10.8(a) and (b) above, such funding obligations shall be subject to and guaranteed under the Limited Guaranty. (d) damages. Neither party shall be liable for any entitled to special, punitive or consequential damages, damages based upon loss of revenue, income or profits, loss or diminution in value of assets or securities, damages calculated by “multiple of profits” or “multiple of cash flow” or other valuation methodology, or punitive, special, exemplary or indirect damages (except to the extent awarded to a third party), in each case in any way arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby (whether in law or in equity, and whether in contract or in tort or otherwise) or otherwise. Nothing in this Section 10.8(d) shall limit the obligation of the MPT Parties to pay the Reverse Termination Fee on the terms and conditions set forth in Section 7.2(b).

Specific Performance and Remedies. (a) Each of The parties hereto agree that irreparable damage would occur in the parties agrees event 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 this Agreement are were not performed by them in accordance with their specific the terms hereof or were otherwise breached and that monetary damages would not provide adequate remedy each party hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the provisions of this Agreement (without any requirement to post any bond or other security in connection with seeking such event. Accordinglyrelief), in addition to any other remedy at law or equity, exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to which accept jurisdiction over a non-breaching party may be entitled at Law pursuant particular matter, any state or federal court within the State of Delaware). The parties hereto agree not to raise any objections to the terms availability 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 equitable remedy of any bond specific performance to prevent or restrain breaches of this Agreement by the ▇▇▇▇▇▇ Health Parties, on the one hand, and (ii) to prevent or restrain breaches of this Agreement by the MPT Parties, on the other hand, and to specifically enforce the terms and provisions hereofof this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the parties under this Agreement. Subject Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding relating to this Section 7.1 9.9, for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Section 10.8(b)9.9 in any court other than the aforesaid courts. For purposes of this Section 9.9, each party further waives any defense that a remedy at Law would be adequate of the parties hereto hereby consents to service of process in any action or Litigation for specific performance or injunctive relief hereunderaccordance with the terms of Section 9.8 of this Agreement. (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 If the Closing shall be subject to not have occurred because of a breach by any of the requirements that (i) the Marketing Period has ended, (ii) parties of their respective obligations under this Agreement and all of the conditions to Closing such parties’ obligations as 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) Article 6 have either been satisfied (other than those conditions that by their terms are to be satisfied at Closing), (iv) the Debt Financing has funded or previously waived (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 performance against ▇▇▇▇▇▇▇ or its Affiliates under Section 10.12 of the Merger Agreement and 6.2 (other than those conditions that by their terms are to be satisfied at Closing) have been satisfied and the conditions set forth in Section 6.3 would have been satisfied or waived and they are readycapable of being satisfied but for such breach of such parties’ respective obligations under this Agreement), willing and able then the non-breaching parties shall have the right to consummate a court order specifically enforcing the Closingprovisions of this Agreement to which such breach applies and, and the IASIS Parties will take all actions that are within their control in any event, to cause specifically force the Closing to occur. Notwithstanding anything to the contrary in this Agreement, under no circumstances will the IASIS Parties and/or If any IASIS Related Person (collectively with all of their Affiliates) be entitled to (x) monetary damages (liquidated or otherwise) in excess of the Liability Limitation, (y) both a grant of specific non-breaching parties brings any action to enforce specifically the performance to cause the MPT Parties to consummate the Transactions and all or any portion of the Reverse Termination Fee, or (z) a grant terms and provisions of specific performance to cause the MPT Parties to consummate the Transactions unless the closing under the Merger Agreement occurs or will occur immediately after the Closing under this Agreement. The election of the IASIS Parties to pursue an injunction or specific performance shall not restrict, impair or otherwise limit the IASIS Parties from seeking to terminate this Agreement and seeking to collect by the Reverse breaching parties, the Termination Fee pursuant to Section 7.2(b); provided that the IASIS Parties’ acceptance of Date shall automatically be extended by (x) the Reverse Termination Fee shall terminate any right to injunctive relief amount of time during which such action is pending, plus twenty (20) Business Days or specific performance hereunder and (y) injunctive relief or specific performance shall terminate any right to such other time period established by the Reverse Termination FeeDelaware court presiding over such action. (c) The MPT Parties’ obligation to fund the Purchase Price and the Reverse Termination Fee, as applicable, under and pursuant to the terms and conditions of this Agreement is guaranteed under the Limited Guaranty. The Parties acknowledge and agree that, with respect to any funding obligations of the MPT Parties required for compliance with the specific performance remedies set forth in Sections 10.8(a) and (b) above, such funding obligations shall be subject to and guaranteed under the Limited Guaranty. (d) Neither party shall be liable for any consequential damages, damages based upon loss of revenue, income or profits, loss or diminution in value of assets or securities, damages calculated by “multiple of profits” or “multiple of cash flow” or other valuation methodology, or punitive, special, exemplary or indirect damages (except to the extent awarded to a third party), in each case in any way arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby (whether in law or in equity, and whether in contract or in tort or otherwise) or otherwise. Nothing in this Section 10.8(d) shall limit the obligation of the MPT Parties to pay the Reverse Termination Fee on the terms and conditions set forth in Section 7.2(b).