Grouped Into 224 Collections of Similar Clauses From Business Contracts
This page contains Remedies clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Remedies. (a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary no...twithstanding. (b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.View More
Remedies. (a) Upon the occurrence of an Event of Default specified in Section 5(a) 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contra...ry notwithstanding. (b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.View More
Remedies. (a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, 4(a), Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, under this Note, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the ...same to the contrary notwithstanding. (b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.View More
Remedies. (a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, 4(a), Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contr...ary notwithstanding. (b) Upon the occurrence of an Event of Default specified in Sections 5(b) 4(b) and 5(c), 4(c), the unpaid principal balance of this Note, of, and all other sums payable with regard to to, this Note, Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. View More
Remedies. In the event of a breach or threatened breach by the Executive of Section 7 or Section 8 of this Agreement, the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and withou...t the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.View More
Remedies. In the event of a breach or threatened breach by the Executive of Section any of Sections 7 or Section 8 through 9 of this Agreement, the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of posting any bond or other security or of showing any actual damages or... that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. remedy. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, damages or other available forms of relief. In the event the Executive breaches any of his obligations contained in any of Sections 7 through 9, the Company shall be entitled to an award of its costs, reasonable attorneys' and expert witness fees, and out-of-pocket expenses incurred in obtaining a judgment or order against the Executive in addition to any to other relief awarded to the Company. View More
Remedies. In the event of a breach or threatened breach by the Executive of Section 7 8, Section 9, or Section 8 of this Agreement, the 10, Executive hereby consents and agrees that the Company shall will be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adeq...uate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall will be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief. View More
Remedies. In the event of a breach or threatened breach by the Executive Employee of Section 7 or and Section 8 of this Agreement, the Executive Employee hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequ...ate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, damages or other available forms of relief. View More
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.
Remedies. The Holder, Warrant Holder(s), in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall will be entitled to specific performance of its rights under this Agreement. Warrant. The Company acknowledges agrees that monetary damages alone would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement Warrant and the Company hereby agrees to waive and not to assert the defense in any action for s...pecific performance that a remedy at law would be adequate. View More
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall will be entitled to specific performance of its rights under this Agreement. Warrant. The Company acknowledges agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement Warrant and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law wo...uld be adequate. View More
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall will be entitled to specific performance of its rights under this Agreement. Warrant. The Company acknowledges agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement Warrant and the Company hereby agrees to waive and not to assert the defense in any action for specific performance that ...a remedy at law would be adequate. View More
Remedies. Each of the Parties and any person granted rights hereunder whether or not such person is a signatory hereto (including but not limited to the Company Entities) shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The Parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreem...ent and that each Party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement.View More
Remedies. Each of the Parties and any person granted rights hereunder whether or not such person is a signatory hereto (including but not limited parties to the Company Entities) this Agreement shall be entitled to enforce its rights under this Agreement specifically specifically, to recover damages and costs for caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. If the Company prevails in enforcing this Agreement, it shall be entitled to recove...r, in addition to other damages and remedies, its costs and reasonable attorneys' fees. The Parties parties hereto agree and acknowledge that money damages may would not be an adequate remedy for any the other party's breach of the provisions any term or provision of this Agreement and that each Party may the other party in its sole discretion may apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. View More
Remedies. Each of the Parties parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto (including but not limited to the Company Entities) shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The Parties parties hereto agree and acknowledge that money damages may not be ...an adequate remedy for any breach of the provisions of this Agreement and that each Party party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement. Each party shall be responsible for paying its own attorneys' fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or finding or any judgment or verdict thereon is entered against either party. View More
Remedies. Each of the Parties and any person granted rights hereunder whether or not such person is a signatory hereto (including but not limited parties to the Company Entities) shall this Agreement will be entitled to enforce its rights under this Agreement specifically specifically, to recover damages and costs for by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The Parties parties agree and acknowledge that money damages may not be an ...adequate remedy for any breach of the provisions of this Agreement and that each Party any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) without the need for an undertaking in order to enforce or prevent any violations of the provisions of this Agreement. View More
Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may, at its option by written notice to the Maker, (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable and/or (b) exercise any or all of its rights, powers or remedies under applicable law; provided, however that, if an Event of Default described in Se...ction 5.2 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration or other act on the part of the Noteholder.View More
Remedies. Upon the occurrence of an any Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may, at its option option, by written notice to the Maker, Borrowers (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable and/or payable; and (b) exercise any or all of its rights, powers or remedies under applicable law; Law; provided, however that..., however, that if an Event of Default described in Section 5.2 10.5 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration declaration, or other act on the part of the Noteholder. View More
Remedies. Upon the occurrence of an any Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may, at its option option, by written notice to the Maker, Borrower (a) declare the entire principal amount of this Note, together with all 6 58042757v.3 accrued interest thereon and all other amounts payable hereunder, immediately due and payable payable; and/or (b) exercise any or all of its rights, powers or remedies under applicable law; Law; provided, how...ever that, however, that if an Event of Default described in Section 5.2 8.5 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration declaration, or other act on the part of the Noteholder. View More
Remedies. Upon the occurrence of an any Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may, may at its option option, by written notice to the Maker, (a) Borrower declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, thereon, immediately due and payable and/or (b) exercise any or all of its rights, powers or remedies under applicable law; payable, provided, however t...hat, if an Event of Default described in Section 5.2 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration or other act on the part of the Noteholder. View More
Remedies. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, shall become, at the Lender's election, immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amoun...ts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and the Lender shall have all rights as a holder of the note until such time, if any, as the Lender receives full payment pursuant to this Section 8. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof. 2 9. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, Lender will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.View More
Remedies. In the event of any default, the outstanding principal amount funded portion of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquid...ated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) shall be 150% of the outstanding principal amount funded portion of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. The Borrower may only pay the full balance of the Mandatory Default Amount, and may not make partial payments unless agreed upon by the Lender. If the Borrower desires to pay the Mandatory Default Amount, then the Borrower shall provide the Lender with six (6) days prior written notice of payment. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment, or (b) convert any part of the payment into shares of Common Stock. If the Lender elects to convert part of the payment into shares of Common Stock, then the Borrower shall pay the remaining balance of the Mandatory Default Amount. 4 12. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, the Lender shall not, Lender's affiliates shall not, and Lender will not direct any third parties to, enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of the Borrower. The Borrower acknowledges and agrees that upon delivery of a conversion notice Conversion Notice by the Lender, the Lender immediately owns the shares of Common Stock described in the conversion notice Conversion Notice and any sale of those shares issuable under such conversion notice Conversion Notice would not be considered short sales. View More
Remedies. In the event of any default, the outstanding principal amount funded portion of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquid...ated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) shall be 150% of the outstanding principal amount funded portion of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise not eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. The Borrower may only pay the full balance of the Mandatory Default Amount, and may not make partial payments unless agreed upon by the Lender. If the Borrower desires to pay the Mandatory Default Amount, then the Borrower shall provide the Lender with six (6) days prior written notice of payment. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment, or (b) convert any part of the payment into shares of Common Stock. If the Lender elects to convert part of the payment into shares of Common Stock, then the Borrower shall pay the remaining balance of the Mandatory Default Amount. 4 12. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, the Lender will shall not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of the Borrower. The Borrower acknowledges and agrees that upon delivery of a conversion notice Conversion Notice by the Lender, the Lender immediately owns the shares of Common Stock described in the conversion notice Conversion Notice and any sale of those shares issuable under such conversion notice Conversion Notice would not be considered short sales. View More
Remedies. In the event of any default, the outstanding principal amount funded portion of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquid...ated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) shall be 150% of the outstanding principal amount funded portion of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. The Borrower may only pay the full balance of the Mandatory Default Amount, and may not make partial payments unless agreed upon by the Lender. If the Borrower desires to pay the Mandatory Default Amount, then the Borrower shall provide the Lender with six (6) days prior written notice of payment. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment, or (b) convert any part of the payment into shares of Common Stock. If the Lender elects to convert part of the payment into shares of Common Stock, then the Borrower shall pay the remaining balance of the Mandatory Default Amount. 4 12. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, the Lender shall not, Lender's affiliates shall not, and Lender will not direct any third parties to, enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of the Borrower. The Borrower acknowledges and agrees that upon delivery of a conversion notice Conversion Notice by the Lender, the Lender immediately owns the shares of Common Stock described in the conversion notice Conversion Notice and any sale of those shares issuable under such conversion notice Conversion Notice would not be considered short sales. View More
Remedies. The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in e...quity, in the event of such breach.View More
Remedies. The Sponsor undersigned hereby agrees and each of the Insiders hereby agree and acknowledge acknowledges that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor or such Insider undersigned of its, her or his obligations, as applicable obligations under paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addit...ion to any other remedy that such party may have in law or in equity, in the event of such breach. View More
Remedies. The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in the event of a 4 breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in... equity, in the event of such breach. View More
Remedies. The Sponsor hereby agrees and each of the Insiders hereby agree and acknowledge acknowledges that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his its obligations, as applicable under paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that suc...h party may have in law or in equity, in the event of such breach. View More
Remedies. The Company stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.
Remedies. The Company stipulates that the remedies at law of the Holder of Investor under this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, and, without limiting any other remedies available to Investor in the Transaction Documents, at law or equity, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific perfo...rmance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. otherwise without the obligation to post a bond. View More
Remedies. The Company stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate adequate, and that, to the fullest extent permitted by law, that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or ...otherwise. View More
Remedies. The Company stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, and, without limiting any other remedies available to the Holder in the Transaction Documents, law or equity, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any ag...reement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. View More
Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation... contained in this Agreement, each applicable Covered Party will be entitled to seek the following remedies (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or posting bond or security, which the Subject Party expressly waives; and (ii) recovery of the Covered Party's attorneys' fees and costs incurred in enforcing the Covered Party's rights under this Agreement. The Subject Party hereby consents to the award of any of the above remedies to the applicable Covered Party in connection with any such breach or threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed or allocated to this Agreement (or any other non-competition agreement with the Subject Party) under or in connection with the Merger Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties.View More
Remedies. The covenants and undertakings of the Subject Party Seller contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party Seller agrees that, in the event of any breach or threatened breach by the Subject Party Seller of any c...ovenant or obligation contained in this Agreement, each applicable Covered Party will be entitled to seek obtain the following remedies (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Share Exchange Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or posting bond or security, which the Subject Party Seller expressly waives; and (ii) recovery of the Covered Party's attorneys' fees and costs incurred in enforcing the Covered Party's rights under this Agreement. The Subject Party Seller hereby consents to the award of any of the above remedies to the applicable Covered Party in connection with any such breach or threatened breach. The Subject Party Seller hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed or allocated to this Agreement (or any other non-competition agreement with the Subject Party) Seller) under or in connection with the Merger Share Exchange Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties. 4 6. Survival of Obligations. The expiration of the Restricted Period will not relieve the Seller of any obligation or liability arising from any breach by the Seller of this Agreement during the Restricted Period. The Seller further agrees that the time period during which the covenants contained in Section 1 and Section 2 of this Agreement will be effective will be computed by excluding from such computation any time during which the Seller is in violation of any provision of such Sections. View More
Remedies. The covenants and undertakings of the Subject Party Parties contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Each Subject Party agrees that, in the event of any breach or threatened breach by the a Subject Party of any covenan...t or obligation contained in this Agreement, each applicable Covered Party will be entitled to seek obtain the following remedies (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Share Exchange Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or posting bond or security, security or that monetary damages would be insufficient, which the each Subject Party expressly waives; and (ii) recovery of the Covered Party's attorneys' fees and costs incurred in enforcing the Covered Party's rights under this Agreement. The Each Subject Party hereby consents to the award of any of the above remedies to the applicable Covered Party in connection with any such breach or threatened breach. The Each Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed or allocated to this Agreement (or any other non-competition agreement with the a Subject Party) under or in connection with the Merger Share Exchange Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties. 4 6. Survival of Obligations. The expiration of the Restricted Period will not relieve a Subject Party of any obligation or liability arising from any breach by such Subject Party of this Agreement during the Restricted Period. The Subject Parties further agree that the time period during which the covenants contained in Section 1 and Section 2 of this Agreement will be effective will be computed by excluding from such computation any time during which a Subject Party is in violation of any provision of such Sections. View More
Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation... contained in this Agreement, each applicable Covered Party will be entitled to seek the following remedies (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or posting bond or security, which the Subject Party expressly waives; and (ii) recovery of the Covered Party's attorneys' fees and costs incurred in enforcing the Covered Party's rights under this Agreement. The Subject Party hereby consents to the award of any of the above remedies to the applicable Covered Party in connection with any such breach or threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed or allocated to this Agreement (or any other non-competition agreement with the Subject Party) under or in connection with the Merger Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties. 4 6. Survival of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability arising from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the time period during which the covenants contained in Section 1 and Section 2 of this Agreement will be effective will be computed by excluding from such computation any time during which the Subject Party is in violation of any provision of such Sections. View More
Remedies. (a) If an Event of Default shall occur and be continuing and Secured Party shall give notice of its intent to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be continuing, Secured Party may exercise, in addition to all other rights and remedies grant...ed in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Pledgor, Seller or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. Secured Party shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of Secured Party hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Secured Party may elect, and only after such application and after the payment by Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615 of the Code, need Secured Party account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it may acquire against Secured Party arising out of the exercise by Secured Party of any of its rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) Business Days before such sale or other disposition. Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Pledged Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by Secured Party to collect such deficiency.View More
Remedies. (a) If an Event of Default shall occur has occurred and be continuing and Secured Party shall give notice of its intent to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be is continuing, Secured Party Creditors may exercise, in addition to all other... rights and remedies granted to it in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party Secured Creditors under the Code. New York Uniform Commercial Code, as amended from time to time (the "Code"). Without limiting the generality of the foregoing, Secured Party, in such circumstances, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) law) to or upon Pledgor, Seller Pledgor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), Secured Creditors may in such circumstances forthwith collect, receive, appropriate and realize upon any or all of the Pledged Collateral, or any part thereof, Collateral and/or may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver any or all of the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party Creditors or elsewhere upon such terms and conditions as it Secured Creditors may deem advisable and at such prices as it may deem best, advisable, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party shall Creditors will have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole all or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. Subject to the provisions of Section 4(c), Secured Party shall Creditors will apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to in connection with the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of a Secured Party hereunder, including, Creditors under this Agreement (including, without limitation, reasonable attorneys' fees and disbursements, expenses) to the payment in whole or in part of the Secured Obligations, in such order as Secured Party Creditors may elect, and only after such application and after the payment by Secured Party Creditors of any other amount required by any provision of law, including, without limitation, Section 9-615 of the Code, need Secured Party Creditors account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages damage and demands it may acquire against Secured Party Creditors arising out of the exercise by Secured Party Creditors of any of its rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be is required by law, such notice shall will be deemed reasonable and proper if given at least ten (10) Business Days days before such sale or other disposition. Pledgor shall will remain liable for any deficiency of Pledgor if the proceeds of any sale or other disposition of Pledged the Collateral are insufficient to pay the Secured Obligations and the reasonable fees and disbursements of any attorneys employed by Secured Party Creditors to collect such deficiency. -7- 8. Limitation on Duties Regarding Preservation of Collateral. The sole duty of Secured Creditors with respect to the custody, safekeeping and preservation of the Collateral, under the appropriate Code section or otherwise, will be to deal with it in the same manner as Secured Creditors deals with similar property for its own account. Neither Secured Creditors nor any of its employees, affiliates or agents will be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or otherwise. View More
Remedies. (a) If an Event of Default shall occur and be continuing and Secured Party shall give notice of its intent to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of continuing, the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be continuing, Secured Party may exercise, in addition to all other rights and re...medies granted to it in this Pledge Security Agreement, the Revenue Interest Financing Agreement and the Guaranty and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) law) to or upon Pledgor, Seller any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances transfer all or any part of the Collateral into the Secured Party's name or the name of its nominee or nominees, and/or forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase purchase, or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Secured Party or elsewhere upon such terms and conditions (including by lease or by deferred payment arrangement) as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. risk and/or may take such other actions as may be available under applicable law. The Secured Party shall have the right upon any such public sale 13 or sales, and, to the extent permitted by law, upon any such private sale or sales, auction or closed tender, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, the Grantor, which right or equity is hereby waived or released. The Grantor further agrees, if an Event of Default shall occur and be continuing, at the Secured Party's request, to assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Grantor's premises or elsewhere. The Secured Party shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Secured Party arising out of the exercise by the Secured Party hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may elect, elect (subject to Section 6.21 of the Revenue Interest Financing Agreement), and only after such application and after the payment by the Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615 of the Code, need the Secured Party account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. Grantor. To the extent permitted by applicable law, Pledgor the Grantor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by the Secured Party of any of its rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) Business Days days before such sale or other disposition. Pledgor The Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Pledged the Collateral are insufficient to pay the Secured Obligations and the reasonable fees and disbursements of any attorneys employed by the Secured Party to collect such deficiency. View More
Remedies. (a) a. If an Event of Default shall occur has occurred and be is continuing and Secured Party shall give notice of its intent (and has not been rescinded or waived pursuant to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be continuing, Secured Part...y may exercise, Notes), in addition to to, and not by way of limitation of, all other rights and remedies granted in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Notes or otherwise available at law or in equity, without any other notice to or demand upon Pledgor, Secured Obligations, Parties shall have all rights and remedies of a secured party under the Code. UCC. Without limiting the generality of the foregoing, each Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by applicable law referred to below) to or upon Pledgor, Seller Pledgor or any other Person third party (all and each of which demands, defenses, advertisements and notices are to the fullest extent permitted by applicable law hereby waived), may in such circumstances forthwith collect, receive, appropriate appropriate, foreclose and realize upon the Pledged Collateral, Collateral so pledged hereunder, or any part thereof, and may assume control over the operations of Second Merger Sub free and clear of any claims or encumbrances of Pledgor, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels units at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party or elsewhere sales upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Each Secured Party shall have the right upon any such public sale or sales, and, to the fullest extent permitted by applicable law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. released to the extent permitted by applicable law. Secured Party Parties shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of any Secured Party hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Secured Party may elect, Note, and only after such application and after the payment by any Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615 applicable law. 5 b. Pledgor recognizes that Secured Parties may be unable to effect an unrestricted public sale of any or all of the Code, need Secured Party Pledged Stock, by reason of certain prohibitions in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more public or private sales thereof to a restricted group of purchasers which will be obligated to agree, among other things, to acquire such securities for their own account for investment and not with a view to the surplus, if any, to distribution or resale thereof. Pledgor in order contemplated by the Repurchase Agreement. To the extent permitted by applicable law, Pledgor waives all claims, damages acknowledges and demands it may acquire against Secured Party arising out of the exercise by Secured Party of agrees that any of its rights hereunder. If any notice of a proposed such private sale or restricted public sale may result in prices and other disposition terms less favorable to Secured Parties than if such sale were an unrestricted public sale and agrees that such circumstances shall not, in and of themselves, result in a determination that such sale was not made in a commercially reasonable manner. c. In the event Secured Parties foreclose on the Pledged Collateral shall be required by law, such notice Stock, Pledgor shall be deemed reasonable to have satisfied the Notes in full and proper if given at least ten (10) Business Days before such sale or other disposition. Secured Parties shall have no further recourse against Pledgor shall remain liable for any deficiency if with respect to the proceeds of any sale or other disposition of Pledged Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by Secured Party to collect such deficiency. Notes. View More
