Grouped Into 65 Collections of Similar Clauses From Business Contracts
This page contains Specific Performance clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Specific Performance. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Business of the Company and the subsidiaries and affiliates of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Sections 3 or 4 hereof, the Company and the subsidiaries and affiliates of... the Company would sustain irreparable injury and that monetary damages will not provide adequate remedy to the Company and that the Company shall be entitled to have Sections 3 or 4 specifically enforced by any court having equity jurisdiction. Nothing contained herein shall be construed as prohibiting the Company or any of the subsidiaries or affiliates of the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, the recovery of damages from the Executive or cessation of payments hereunder without requirement for posting a bond.View More
Specific Performance. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Business Company's business and the business of the Company and the Company's subsidiaries and affiliates of the Company. affiliates. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Sections 3 Secti...on 6 or 4 7 hereof, the Company and the its subsidiaries and affiliates of the Company would sustain irreparable injury and that monetary damages will would not provide adequate remedy to the Company and or any of its subsidiaries or affiliates. Therefore, the Executive hereby agrees that the Company and any affected subsidiary and affiliate shall be entitled to have Sections 3 6 or 4 7 hereof, specifically enforced 7. (including, without limitation, by injunctions and restraining orders) by any court having equity jurisdiction. Nothing contained herein shall be construed as prohibiting the Company or any of the its subsidiaries or affiliates of the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, including the recovery of damages from the Executive or cessation of payments hereunder without requirement for posting a bond. Executive. View More
Specific Performance. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company's Business and the17 other current or planned businesses of the Company it and the its subsidiaries and affiliates of the Company. affiliates. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of... Sections 3 7 or 4 8 hereof, the Company and the its subsidiaries and affiliates of the Company would sustain irreparable injury and that monetary damages will would not provide adequate remedy to the Company and that the Company shall be entitled to have Sections 3 Section 7 or 4 8 hereof specifically enforced by any court having equity jurisdiction. Nothing contained herein shall be construed as prohibiting the Company or any of the its subsidiaries or affiliates of the Company from pursuing any other remedies available to it or them for such breach or threatened breach, including, without limitation, including the recovery of damages from the Executive Executive. This provision shall, without any limitation as to time, survive the expiration or cessation termination of payments hereunder without requirement the Executive's employment hereunder, irrespective of the reason for posting a bond. any termination. View More
Specific Performance. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company's Business of the Company and the subsidiaries and affiliates of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Sections 3 Section 6 or 4 7 hereof, the Company and the subsidia...ries and affiliates of the Company would sustain irreparable injury and that monetary damages will not provide adequate remedy to the Company and that the Company shall 7 be entitled to have Sections 3 Section 6 or 4 7 specifically enforced by any court having equity jurisdiction. Nothing contained herein shall be construed as prohibiting the Company or any of the subsidiaries or affiliates of the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, including the recovery of damages from the Executive Executive. The provisions of this Section 8 shall survive the expiration or cessation termination of payments hereunder without requirement the Executive's employment hereunder, irrespective of the reason for posting a bond. any termination. View More
Specific Performance. Each party hereto acknowledges and agrees, on behalf of itself and its Affiliates, that irreparable harm would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically... the terms and provisions hereof in any state or federal court in the State of Delaware, in addition to any other remedy to which they may be entitled at law or in equity. Each party hereto agrees, on behalf of itself or himself and its or his Affiliates and Associates, that any requirements for the securing or posting of any bond with such remedy are hereby waived.View More
Specific Performance. Each party Party hereto acknowledges and agrees, on behalf of itself itself, herself or himself and its Affiliates, its, her or his affiliates, that irreparable harm would occur in the event any of the provisions of this Agreement or any of the other Settlement Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties Parties will be entitled to specific relief hereunder, including, without limitation, an injunction... or injunctions to prevent and enjoin breaches of the provisions of this Agreement and/or the other Settlement Documents and to enforce specifically the terms and provisions hereof in any state or federal court in the State of Delaware, and thereof, in addition to any other remedy to which they may be entitled at law or in equity. Each party hereto agrees, on behalf of itself or himself and its or his Affiliates and Associates, that any requirements for the securing or posting of any bond with such remedy are hereby waived.View More
Specific Performance. Each party hereto acknowledges and agrees, on behalf of itself and its Affiliates, that irreparable harm would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically... the terms and provisions hereof in any state or federal court in the State of Delaware, Minnesota, in addition to any other remedy to which they may be entitled at law or in equity. Each party hereto agrees, on behalf of itself or himself and its or his Affiliates and Associates, that any Any requirements for the securing or posting of any bond with such remedy are hereby waived. View More
Specific Performance. Each party hereto acknowledges and agrees, on behalf of itself itself, herself or himself and its its, her or his Affiliates, that irreparable harm would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of... this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State of Delaware, in addition to any other remedy to which they may be entitled at law or in equity. Each party hereto agrees, on behalf of itself itself, herself or himself and its its, her or his Affiliates and Associates, that any requirements for the securing or posting of any bond with such remedy are hereby waived. View More
Specific Performance. The Securityholder agrees that irreparable damage would occur to Parent and the Company in the event that any of the provisions of this Agreement were not performed by the Securityholder in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Parent and the Company shall be entitled to seek an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any Governmen...tal Body of competent jurisdiction and that this shall include the right of Parent and the Company to fully perform the terms of this Agreement to the fullest extent permissible pursuant to this Agreement and applicable Law and to thereafter cause this Agreement and the transactions contemplated hereby to be consummated on the terms and subject to the conditions thereto set forth in this Agreement. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which Parent and the Company may have under this Agreement or otherwise. The Securityholder agrees that the right of specific performance and other equitable relief is an integral part of the transactions contemplated by this Agreement and the Merger Agreement and without that right, Parent and the Company would not have entered into this Agreement or the Merger Agreement. The Securityholder hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at Law would be adequate, and (b) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.View More
Specific Performance. The Securityholder Stockholder agrees that irreparable damage would occur to Parent and the Company in the event that any of the provisions of this Agreement were not performed by the Securityholder Stockholder in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Parent and the Company shall be entitled to seek an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions... hereof in any Governmental Body of competent jurisdiction and that this shall include the right of Parent and the Company to fully perform the terms of this Agreement to the fullest extent permissible pursuant to this Agreement and applicable Law and to thereafter cause this Agreement and the transactions contemplated hereby to be consummated on the terms and subject to the conditions thereto set forth in this Agreement. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which Parent and the Company may have under this Agreement or otherwise. The Securityholder Stockholder agrees that the right of specific performance and other equitable relief is an integral part of the transactions contemplated by this Agreement and the Merger Agreement and without that right, Parent and the Company would not have entered into this Agreement or the Merger Agreement. The Securityholder Stockholder hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at Law would be adequate, and (b) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. View More
Specific Performance. The Securityholder agrees parties agree that irreparable damage would occur to Parent and the Company in the event that any of the provisions of this Agreement were not performed by the Securityholder parties in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Parent and the Company each party shall be entitled to seek an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and p...rovisions hereof in any Governmental Body court of competent jurisdiction and that this shall include the right of Parent and each party to cause the Company other party to fully perform the terms of this Agreement to the fullest extent permissible pursuant to this Agreement and applicable Law and to thereafter cause this Agreement and the transactions contemplated hereby by this Agreement to be consummated on the terms and subject to the conditions thereto set forth in this Agreement. Such remedies shall, however, shall be cumulative and not exclusive and shall be in addition to any other remedies which Parent and the Company any party may have under this Agreement or otherwise. The Securityholder agrees parties hereto agree that the right of specific performance and other equitable relief is an integral part of the transactions contemplated by this Agreement and the Merger Agreement and without that right, Parent and the Company neither party would not have entered into this Agreement or Agreement. Each of the Merger Agreement. The Securityholder parties hereby waives (a) (i) any defenses in any action for specific performance, including the defense that a remedy at Law would be adequate, adequate and (b) agree not to raise any objections to the availability of the equitable remedy of specific performance and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. 10 23. Severability. The invalidity of any portion of this Agreement by a court of competent jurisdiction shall not affect the validity, force or effect of the remaining portions of this Agreement. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the maximum extent permitted by applicable Law. View More
Specific Performance. The Securityholder agrees parties hereto agree that irreparable damage would occur to Parent and the Company in the event that any of the provisions of this Agreement were not performed by the Securityholder parties hereto in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Parent the Consultant, on the one hand, and the Company Company, on the other hand, shall be entitled to seek an injunction or injunctions to prevent breaches or threatened breach...es of this Agreement and to enforce specifically the terms and provisions hereof in any Governmental Body court of competent jurisdiction and that this shall include the right of Parent the Consultant to cause the Company, on the one hand, and the right of the Company to cause the Consultant, on the other hand, to fully perform the terms of this Agreement to the fullest extent permissible pursuant to this Agreement and applicable Law and to thereafter cause this Agreement and the transactions contemplated hereby to be consummated on the terms and subject to the conditions thereto set forth in this Agreement. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which Parent and the Company any party may have under this Agreement or otherwise. The Securityholder agrees parties hereto agree that the right of specific performance and other equitable relief is an integral part of the transactions contemplated by this Agreement and the Merger Agreement and without that right, Parent and neither the Consultant nor the Company would not have entered into this Agreement or Agreement. Each of the Merger Agreement. The Securityholder parties hereto hereby waives (a) (i) any defenses in any action for specific performance, including the defense that a remedy at Law would be adequate, adequate and (b) (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. View More
Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement. 15. Participant's Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he will not exercise the Stock Option granted h...ereby, and that the Company will not be obligated to issue any shares to the Participant hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all Applicable Laws, rules, and regulations.View More
Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for a breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement. 15. 2 12. Participant's Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he will not exercise the Stock Option g...ranted hereby, acquire any Awarded Shares, and that the Company will not be obligated to issue any shares Awarded Shares to the Participant hereunder, if the exercise thereof or the issuance of such shares Shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. The rights and obligations of the Company and the rights and obligations of the Participant are subject to all Applicable Laws, applicable laws, rules, and regulations. View More
Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement. 15. Participant's 4 4842-2559-4052 v.2 15.Participant's Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he will n...ot exercise the Stock Option granted hereby, and that the Company will not be obligated to issue any shares to the Participant hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all Applicable Laws, rules, and regulations. View More
Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement. 15. 11. Participant's Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he will not exercise the Stock Option grant...ed hereby, and that the Company will not be obligated to issue any shares of Common Stock to the Participant hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all Applicable Laws, rules, and regulations. View More
Specific Performance. Notwithstanding Section 12 hereof, it is specifically understood and agreed that any breach of the provisions of this Agreement, including, without limitation, Sections 7 and 8 hereof, by the Executive is likely to result in irreparable injury to the Company and its subsidiaries and affiliates, that the remedy at law alone will be inadequate remedy for such breach and that, in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agre...ement by the Executive and to seek both temporary and permanent injunctive relief (to the extent permitted by law), without the necessity of proving actual damages. To the extent that any court action is permitted consistent with or to enforce Section 7 or 8 of this Agreement, the parties hereby agree to the sole and exclusive jurisdiction of the Supreme Court of the State of New York (Albany County) and the United States District Court for the Northern District of New York (City of Albany). Accordingly, with respect to any such court action, the Executive (i) submits to the personal jurisdiction of such courts, (ii) consents to service of process, and (iii) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or service of process. 12 14. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) when transmitted by facsimile and receipt is acknowledged, or (iii) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed: To the Company: Albany Molecular Research, Inc. 26 Corporate Circle Albany, New York 12212-5154 Facsimile: (518) 867-4375 Attention: Board of Directors To the Executive, at the address on file with the Company or to such other address of which any party may notify the other parties as provided above. Notices shall be effective as of the date of such delivery or mailing.View More
Specific Performance. Notwithstanding Section 12 hereof, it is specifically understood and agreed that any breach of the provisions Section 7 or 8 of this Agreement, including, without limitation, Sections 7 and 8 hereof, Agreement by the Executive is likely to result in irreparable injury to the Company and its subsidiaries and affiliates, that the remedy at law alone will be inadequate remedy for such breach and that, in addition to any other remedy it may have, the Company shall be entitled to enforce the specific... performance of this Agreement by the Executive and to seek both temporary and permanent injunctive relief (to the extent permitted by law), without the necessity of proving actual damages. Therefore, any claim based on an alleged breach of Section 7 or 8 of this Agreement shall not be subject to Section 12 hereof unless otherwise agreed. To the extent that any court action is permitted consistent with or to enforce Section 7 or 8 of this Agreement, Agreement or to enforce Section 12, the parties hereby agree to the sole and exclusive jurisdiction of the Supreme Court of the State of New York (Albany County) and the United States District Court for the Northern District of New York (City of Albany). Accordingly, with respect to any such court action, the Executive (i) submits to the personal jurisdiction of such courts, (ii) consents to service of process, and (iii) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or service of process. 12 9 14. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) when transmitted by facsimile and receipt is acknowledged, or (iii) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed: To the Company: Albany Molecular Research, Inc. 26 21 Corporate Circle Albany, New York 12212-5154 12203-5154 Facsimile: (518) 867-4375 Attention: Board Senior Vice President of Directors Human Resources To the Executive, at to the address on file with the Company Company. or to such other address of which any party may notify the other parties as provided above. Notices shall be effective as of the date of such delivery or mailing. View More
Specific Performance. Each of the Parties acknowledge and agree that irreparable injury to the other Party would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that Engine, on the one hand, and the Company, on the other hand (the "Moving Party"), will each be entitle...d to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Party will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 8 is not the exclusive remedy for any violation of this Agreement. 9. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.View More
Specific Performance. Each of BLR Partners, on the Parties acknowledge one hand, and agree the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that Engine, BLR ...Partners, on the one hand, and the Company, on the other hand (the "Moving Party"), will shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 8 6 is not the exclusive remedy for any violation of this Agreement. 9. 7 7. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will shall remain in full force and effect and will shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction. View More
Specific Performance. Each of NB, on the Parties one hand, and the Company, on the other hand, acknowledge and agree that irreparable injury to the other Party would occur in the event if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is The Parties accordingly agreed agree that Engine, NB, on the one hand,... and the Company, on the other hand (the (as applicable, "Moving Party"), will each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, of this Agreement and the other Party will not take action, directly or indirectly, in opposition to such relief sought by the Moving Party seeking such relief on the grounds ground that any other remedy or relief is available at law or in equity. This Section 8 9 is not the exclusive remedy for any violation of this Agreement. 9. -6- 10. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated. It is The Parties hereby stipulated stipulate and declared declare it to be the their intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which term, provision, covenant or restriction that may after the Effective Date be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such term, provision, covenant or restriction that is held invalid, void or enforceable unenforceable by a court of competent jurisdiction. View More
Specific Performance. Each of the Parties acknowledge members of Huber, on the one hand, and agree the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that Engi...ne, Huber (or any of the entities and natural persons listed in the signature pages hereto), on the one hand, and the Company, on the other hand (the "Moving Party"), will shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 8 6 is not the exclusive remedy for any violation of this Agreement. 9. 4 7. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will shall remain in full force and effect and will shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction. View More
Specific Performance. The parties to this Agreement acknowledge and agree that the other party would be irreparably injured by an actual breach of this Agreement by the other party or its Representatives and that monetary remedies may be inadequate to protect either party against any actual or threatened breach or continuation of any breach of this Agreement. Without prejudice to any other rights and remedies otherwise available to the parties under this Agreement, each party shall be entitled to equitable relief by ...way of injunction or otherwise and specific performance of the provisions hereof upon satisfying the requirements to obtain such relief without the necessity of posting a bond or other security, if the other party or any of its Representatives breach or threaten to breach any provision of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the non-breaching party.View More
Specific Performance. The parties Each Party to this Agreement acknowledge and agree that the other party Party would be irreparably injured by an actual breach of this Agreement by the other party first-mentioned Party or its Representatives and that monetary remedies may be inadequate to protect either party Party against any actual or threatened breach or continuation of any breach of this Agreement. Without prejudice to any other rights and remedies otherwise available to the parties Parties under this Agreement,... each party Party shall be entitled to equitable relief by way of injunction or otherwise and specific performance of the provisions hereof upon satisfying the requirements to obtain such relief without the necessity of posting a bond or other security, if the other party Party or any of its Representatives breach or threaten to breach any provision of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the non-breaching party. Party. In the event any Party institutes any Legal Proceeding to enforce such Party's rights, or recover damages for breach of this Agreement, the prevailing Party or Parties in such Legal Proceeding shall be entitled to recover from the other Party all out-of-pocket costs and expenses, including but not limited to reasonable attorney's fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiations incurred by such prevailing Party. View More
Specific Performance. The parties Each party to this Agreement acknowledge acknowledges and agree agrees that the other party would be irreparably injured by an actual breach of this Agreement by the other first-mentioned party or its Representatives and that monetary remedies may would be inadequate to protect either party against any actual or threatened breach or continuation of any breach of this Agreement. Without prejudice to any other rights and remedies otherwise available to the parties under this Agreement,... each party shall be entitled to equitable relief by way of injunction or otherwise and specific performance of the provisions hereof upon satisfying the requirements to obtain such relief without the necessity of posting a bond or other security, if the other party or any of its Representatives breach or threaten to breach any provision of this Agreement. security. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the non-breaching party. View More
Specific Performance. The parties Each party to this Agreement acknowledge acknowledges and agree agrees that the other party would be irreparably injured by an actual breach of this Agreement by the other first- mentioned party or its Representatives and that monetary remedies may would be inadequate to protect either party against any actual or threatened breach or continuation of any breach of this Agreement. Without prejudice to any other rights and remedies otherwise available to the parties under this Agreement..., each party shall be entitled to seek equitable relief by way of injunction or otherwise and specific performance of the provisions hereof upon satisfying the requirements to obtain such relief without the necessity of posting a bond or other security, if the other party or any of its Representatives breach or threaten to breach any provision of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the non-breaching party. View More
Specific Performance. The Company and the Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that the Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that, by seeking injunctive relief and/or specific performa...nce, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that the Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the court, and the Company hereby waives any such requirement of a bond or undertaking.View More
Specific Performance. The Company and the Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that the Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that, by seeking injunctive relief and/or specific performa...nce, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that the Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the court, and the Company hereby waives any such requirement of a bond or undertaking. 17 25. Notices. All notices, requests, demands, consents and other communications hereunder to any party shall be in writing and either delivered in person or sent by U.S. mail, overnight courier or by e-mail or other electronic transmission, addressed to such party at the address set forth below or such other address as may hereafter be designated on the signature pages of this Agreement or in writing by such party to the other parties, and shall be effective only upon receipt by such party: (a) If to the Company, to: Support.com, Inc. 900 Chesapeake Drive, 2nd Floor Redwood City, CA 94063 Attention: General Counsel Fax: (650) 556-1194 E-mail: Michelle.johnson@support.com (b) If to the Indemnitee, to the address set forth on Annex B hereto. View More
Specific Performance. The Company Corporation and the Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable and difficult to prove, of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that the Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that, that by seeking injunctive reli...ef and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company Corporation and Indemnitee further agree that the Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company Corporation acknowledges that in the absence of a waiver, a bond or undertaking undertakings may be required of Indemnitee by the court, a Court, and the Company Corporation hereby waives any such requirement of a bond or undertaking. Corporation shall fully perform its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than Corporation. View More
Specific Performance. The Company and the Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that the Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that, by seeking injunctive relief and/or specific performa...nce, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that the Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking undertakings in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of the Indemnitee by the court, and the Company hereby waives any such requirement of such a bond or undertaking. 18 25. Notices. All notices, requests, demands, consents and other communications hereunder to any party shall be in writing and either delivered in person or sent by U.S. mail, overnight courier or by e-mail or other electronic transmission, addressed to such party at the address set forth below or such other address as may hereafter be designated on the signature pages of this Agreement or in writing by such party to the other parties, and shall be effective only upon receipt by such party: (a) If to the Company, to: Alaska Communications Systems Group, Inc. 600 Telephone Avenue Anchorage AK 99503 Attention: Leonard A. Steinberg, Esq. Senior Vice President - Legal, Regulatory & Government Affairs, General Counsel & Corporate Secretary Fax: + 1.907.297.3013 E-mail: leonard.steinberg@acsalaska.com (b) If to the Indemnitee, to the address set forth on Annex B hereto. View More
Specific Performance. The Company and each of the Investors acknowledge and agree that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement and that, in the event of any breach or threatened breach hereof, (a) the non-breaching party will be entitled to seek injunctive and other equitable relief, without proof of actual damages; (b) the breaching party will not plead in defense thereto that there would be an adequate remedy at law; and (c) the breaching party agrees t...o waive any applicable right or requirement that a bond be posted by the non-breaching party. Such remedies will not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity. 7 13. Entire Agreement; Successors and Assigns; Amendment and Waiver. This Agreement (including its exhibits) constitutes the only agreement between the Investors and the Company with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Any purported transfer requiring consent without such consent shall be void. No amendment, modification, supplement or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party affected thereby, and then only in the specific instance and for the specific purpose stated therein. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.View More
Specific Performance. The Company Each Party acknowledges and each of the Investors acknowledge and agree agrees that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it and that, in the event of any breach or threatened breach hereof, of this Agreement, (a) the non-breaching party Party seeking specific performance will be entitled to seek injunctive and other equitable relief, without proof of actual damages; (b) the breaching party Party against whom specifi...c performance is sought will not plead in defense thereto that there would be an adequate remedy at law; and (c) the breaching party Party against whom specific performance is sought agrees to waive any applicable right or requirement that a bond be posted by the non-breaching party. posted. Such remedies will not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity. 7 13. -8- 23. Entire Agreement; Successors and Assigns; Amendment and Binding Nature; Assignment; Waiver. This Agreement (including its exhibits) constitutes the only agreement between the Investors and the Company Parties with respect to the subject matter hereof of this Agreement and it supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. written (including the letter agreement between the Parties dated March 13, 2018). This Agreement shall be binding upon binds, and will inure to the benefit of of, the parties Parties and their respective successors and permitted assigns. No party Party may assign or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder under this Agreement without the prior written approval of the other parties. Party. Any purported transfer requiring consent without such consent shall be is void. No amendment, modification, supplement or waiver of any provision of this Agreement shall will be effective unless it is in writing and signed by the party affected thereby, Party, and then only in the specific instance and for the specific purpose stated therein. in such writing. Any waiver by any party Party of a breach of any provision of this Agreement shall will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall will not be considered a waiver or deprive that party Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Agreement in the future. View More
Specific Performance. The Company Each Party acknowledges and each of the Investors acknowledge and agree agrees that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it and that, in the event of any breach or threatened breach hereof, of this Agreement, (a) the non-breaching party Party seeking specific performance will be entitled to seek injunctive and other equitable relief, without proof of actual damages; (b) the breaching party Party against whom specifi...c performance is sought will not plead in defense thereto that there would be an adequate remedy at law; and (c) the breaching party Party against whom specific performance is sought agrees to waive any applicable right or requirement that a bond be posted by the non-breaching party. posted. Such remedies will not be the exclusive remedies for a breach of this Agreement, but Agreement and will be in addition to all other remedies available at law or in equity. 7 13. -8- 19. Entire Agreement; Successors and Assigns; Amendment and Binding Nature; Assignment; Waiver. This Agreement (including its exhibits) constitutes the only agreement between the Investors and the Company Parties with respect to the subject matter hereof of this Agreement and it supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. This Agreement shall be binding upon binds, and will inure to the benefit of of, the parties Parties and their respective successors and permitted assigns. No party Party may assign or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder under this Agreement without the prior written approval of the other parties. Party. Any purported transfer requiring consent without such consent shall be is void. No amendment, modification, supplement or waiver of any provision of this Agreement shall will be effective unless it is in writing and signed by the party affected thereby, Party, and then only in the specific instance and for the specific purpose stated therein. in such writing. Any waiver by any party Party of a breach of any provision of this Agreement shall will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall will not be considered a waiver or deprive that party Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Agreement in the future. View More
Specific Performance. The Company Each Party acknowledges and each of the Investors acknowledge and agree agrees that money damages would may not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it and that, in the event of any breach or threatened breach hereof, of this Agreement, (a) the non-breaching party Party seeking specific performance will be entitled to seek injunctive and other equitable relief, without proof of actual damages; relief; and (b) the breaching party will not p...lead in defense thereto that there would be an adequate remedy at law; and (c) the breaching party Party against whom specific performance is sought agrees to waive any applicable right or requirement that a bond be posted by the non-breaching party. posted. Such remedies will not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity. 7 13. -6- 12. Entire Agreement; Successors and Assigns; Amendment and Binding Nature; Assignment; Waiver. This Agreement (including its exhibits) constitutes the only agreement between the Investors and the Company Parties with respect to the subject matter hereof of this Agreement and it supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. This Agreement shall be binding upon binds, and will inure to the benefit of of, the parties Parties and their respective successors and permitted assigns. No party Party may assign or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder under this Agreement without the prior written approval of the other parties. Any purported transfer requiring consent without such consent shall be void. Party. No amendment, modification, supplement or waiver of any provision of this Agreement shall will be effective unless it is in writing and signed by the party affected thereby, Party, and then only in the specific instance and for the specific purpose stated therein. in such writing. Any waiver by any party Party of a breach of any provision of this Agreement shall will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.View More
Specific Performance. Executive agrees that if he breaches, or threatens to commit a breach of, any of the provisions of Sections 7, 8 or 9 (the "Restrictive Covenants"), the Company shall have, in addition to, and not in lieu of, any other rights and remedies available to the Company under law and in equity, the right to injunctive relief and/or to have the Restrictive Covenants specifically enforced by a court of competent jurisdiction, without the posting of any bond or other security, it being agreed that any bre...ach or threatened breach of the Restrictive Covenants would cause irreparable injury to the G-III Group and that money damages would not provide an adequate remedy to the Company. Notwithstanding the foregoing, nothing herein shall constitute a waiver by Executive of his right to contest whether a breach or threatened breach of any Restrictive Covenant has occurred.View More
Specific Performance. Executive Emplyee agrees that if he breaches, or threatens to commit a breach of, any of the provisions of Sections 7, 8 or 9 Section 9,10 (the "Restrictive Covenants"), Covenant"), the Company shall have, in addition to, and not in lieu of, any other rights and remedies available to the Company under law and in equity, the right to injunctive relief and/or to have the Restrictive Covenants specifically enforced by a any court of competent jurisdiction, without the posting of any bond or other s...ecurity, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the G-III Group Company and that money damages would not provide an adequate remedy to the Company. Notwithstanding the foregoing, nothing herein shall constitute a waiver by Executive Employee of his right to contest whether a breach or threatened breach of any Restrictive Covenant has occurred. View More
Specific Performance. Executive agrees that if he she breaches, or threatens to commit a breach of, any of the provisions of Sections 7, 8 9, 10 or 9 11 (the "Restrictive Covenants"), the Company Fairway Group shall have, in addition to, and not in lieu of, any other rights and remedies available to the Company Fairway Group under law and in equity, the right to injunctive relief and/or to have the Restrictive Covenants specifically enforced by a court of competent jurisdiction, without the posting of any bond or oth...er security, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the G-III Fairway Group and that money damages would not provide an adequate remedy to the Company. Notwithstanding the foregoing, nothing herein shall constitute a waiver by Executive of his her right to contest whether a breach or threatened breach of any Restrictive Covenant has occurred. View More
