Common use of Specific Performance; Other Rights and Remedies Clause in Contracts

Specific Performance; Other Rights and Remedies. Seller recognizes and agrees that the Assets are unique assets that cannot be readily be obtained on the open market and that Buyer will be irreparably injured if this Agreement is not specifically enforced. Therefore, in addition to, and not in lieu of, any other remedies that Buyer may elect to pursue, Buyer shall have the right to enforce specifically Seller’s performance under this Agreement, and Seller agrees to waive the defense in any such suit that Buyer has an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of specific performance as a remedy. Notwithstanding anything to the contrary contained in this Agreement, the Escrow Agreement or otherwise, in the event of a termination of this Agreement by Seller pursuant to either (i) Section 8.1(c)(ii)(A) resulting from a failure by Buyer to satisfy the requirements of Section 7.3(a), (c), (d), (e) or (f) or (ii) Section 8.1(c)(ii)(B), Seller’s recourse to Buyer shall be limited to the amount of the Liquidated Damages Amount. Anything in this Agreement to the contrary notwithstanding, in the event of any dispute between the parties which results in a Legal Action, the prevailing party shall be entitled to receive from the non prevailing party reimbursement for reasonable legal fees and expenses incurred by such prevailing party in such Legal Action.