Specific Performance Contract Clauses (4,047)

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... specific 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... specific 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... 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. -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. 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. 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... security, 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... other 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

Specific Performance. The Parties agree Each Party acknowledges and agrees that irreparable damage injury to the other Party would occur in the event that any provision of the provisions of this Letter Agreement was were not performed in accordance with its their specific terms or were otherwise breached, breached and that money damages or other remedies at law would are not be an adequate remedy for any such damages. a breach. Accordingly, the Parties acknowledge and hereby agree that in the event of any breach or... threatened breach by any Party one of the Parties of any of its respective covenants or obligations set forth in this Agreement, the non-breaching other Party shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations under this Agreement, in addition to any other remedy that may be available at law or in equity. The Parties agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement, Agreement and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the Parties other under this Agreement. Each Party hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by such Party, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement; provided, however, that nothing in this Letter Agreement shall prevent a Party from raising equitable defenses in any such proceeding. Each Party agrees to waive any bonding requirement under any applicable law in the case any other Party seeks to enforce the terms of this Letter Agreement by way of equitable relief. View More

Specific Performance. The Parties agree that irreparable damage would occur in the event that any provision of the provisions of this Agreement was were not performed in accordance with its their specific terms or were otherwise breached, breached and that money damages or other remedies at law any breach of this Agreement would not be an adequate remedy for any such adequately compensated by monetary damages. Accordingly, the The Parties acknowledge and hereby agree that that, prior to the valid termination of this... Agreement pursuant to Section 9, each Party shall, in the event of any breach or threatened breach by any the other Party of any of its covenants or obligations agreements set forth in this Agreement, the non-breaching Party shall be entitled to equitable relief, including an injunction or injunctions to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations under this Agreement, in addition to any other remedy that may be available at law or in equity. The Parties agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement, by the other Party, as applicable, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations agreements of the Parties other under this Agreement. View More

Specific Performance. The Parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the Parties. Prior to the Expiration Time, it is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of... this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 12, 13, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at Law or in equity. Each Party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party party under this Agreement, all in accordance with the terms of this Section 12. 13. Each Party further agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 12, 13, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. 6 14.Entire Agreement. This Agreement (together with the Merger Agreement and any other documents and instruments executed pursuant hereto) supersedes all prior agreements, written or oral, between the Parties hereto with respect to the subject matter hereof and contains the entire agreement between the Parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the Parties hereto. No waiver of any provisions hereof by either Party shall be deemed a waiver of any other provisions hereof by such Party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such Party. View More

Specific Performance. The Parties agree that irreparable damage, for which monetary damages damage would occur and that the Parties would not be an have any adequate remedy, would occur remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the Parties. Prior to the Expiration Time, and it is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, or any other appropriate form of... specific performance or equitable relief, injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, this Agreement, in each case case, in accordance with this Section 12, 16, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at Law law or in equity. Each Party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement, all in accordance with the terms of this Section 12. Each Party further agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 12, 17, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. View More

Specific Performance. The Parties agree that irreparable damage, for which monetary damages damage would occur and that the Parties would not be an have any adequate remedy, would occur remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the Parties. Prior to the Expiration Time, and it is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, or any other appropriate form of... specific performance or equitable relief, injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, this Agreement, in each case case, in accordance with this Section 12, 16, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at Law law or in equity. Each Party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement, all in accordance with the terms of this Section 12. Each Party further agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 12, 17, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. View More

Specific Performance. Each The Pledgor acknowledges and agrees that, in addition to the other rights of the Administrative Agent hereunder and under the other Loan Transaction Documents, because the Administrative Agent's remedies at law for failure of any the Pledgor to comply with the provisions hereof relating to the Administrative Agent's rights (i) to inspect the books and records related to the Pledged Collateral, Collateral; (ii) to receive the various notifications any the Pledgor is required to deliver ... class="diff-color-red">hereunder, hereunder; (iii) to obtain copies of agreements and documents as provided herein with respect to the Pledged Collateral, Collateral; (iv) to enforce the provisions hereof pursuant to which any the 10 Pledgor has appointed the Administrative Agent its attorney-in-fact, attorney-in-fact; and (v) to enforce the Administrative Agent's remedies hereunder, would be inadequate and that any such failure would not be adequately compensable in damages, such the Pledgor agrees that each such provision hereof may be specifically enforced. View More

Found in PG&E Corp contract

Specific Performance. Each Pledgor acknowledges and agrees that, in addition to the other rights of the Collateral Agent hereunder hereunder, under the other Financing Documents and under the other Loan Documents, Intercreditor Agreement, because the Collateral Agent's remedies at law for failure of any such Pledgor to comply with the provisions hereof relating to the Collateral Agent's rights (i) to inspect the books and 16 records related to the Pledged Collateral, (ii) to receive the various notifications any such Pledgor is required to deliver hereunder, (iii) to obtain copies of agreements and documents as provided herein with respect to the Pledged Collateral, (iv) to enforce the provisions hereof pursuant to which any such Pledgor has appointed the Collateral Agent its attorney-in-fact, and (v) to enforce the Collateral Agent's remedies hereunder, would be inadequate and that any such failure would not be adequately compensable in damages, such Pledgor agrees that each such provision hereof may be specifically enforced. View More

Specific Performance. In addition to any and all other remedies that may be available at law or in equity in the event of any breach of this Agreement, each party the parties hereto shall be entitled to specific performance of the agreements and obligations of the other party parties hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.

Specific Performance. In addition to any and all other remedies that may be available at law or in equity in the event of any breach of this Agreement, each party the parties shall be entitled to specific performance of the agreements and obligations of the other party parties hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.

Specific Performance. The Parties agree that irreparable injury will occur in the event that any of the provisions of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Each Party shall be entitled to an injunction or injunctions to prevent or remedy any breaches or threatened breaches of this Agreement by any other Party, to a decree or order of specific performance to specifically enforce the terms and provisions of this Agreement and to any further equitable relief.... The Parties' rights in this Section 11 section are an integral part of this Agreement and each Party hereby waives any objections to any remedy referred to in this Section 11 section (including any objection on the basis that there is an adequate remedy at Law law or that an award of such remedy is not an appropriate remedy for any reason at Law law or equity). For the avoidance of doubt, each Party agrees that there is not an adequate remedy at Law for a breach of this Agreement by any Party. In the event any Party seeks any remedy referred to in this Section 11, such Party shall not be required to obtain, furnish, post or provide any bond or other security in connection with or as a condition to obtaining any such remedy. View More

Specific Performance. The Parties agree Each Party agrees that irreparable injury will occur in the event that any of the provisions of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, the non-breaching Party shall be entitled to an injunction or injunctions to prevent or remedy any such breaches or threatened breaches of... this Agreement by any other Party, to a decree or order of specific performance to specifically enforce the terms and provisions of this Agreement and to any further equitable relief. The Parties' rights in this Section 11 19 are an integral part of the transactions contemplated by this Agreement and each Party hereby waives any objections to any remedy referred to in this Section 11 19 (including any objection on the basis that there is an adequate remedy at Law or that an award of such remedy is not an appropriate remedy for any reason at Law or equity). For the avoidance of doubt, each Party agrees that there is not an adequate remedy at Law for a breach of this Agreement by any Party. In the event any Party seeks any remedy referred to in this Section 11, 19, 8 such Party shall not be required to obtain, furnish, post or provide any bond or other security in connection with or as a condition to obtaining any such remedy. View More

Specific Performance. The Executive and the Employer acknowledges that a remedy at law for any breach or threatened breach of Section 6 or 7 of this Agreement will be inadequate and that each Party may be entitled to specific performance, injunctive relief, and any other remedies available to it for such breach or threatened breach. If a bond is required to be posted in order for either Party to secure an injunction, then the Parties stipulate that a bond in the NAI-1508725839v2 amount of One Thousand and No/100... Dollars (US$1,000) will be sufficient and reasonable in all circumstances to protect the rights of the Parties. View More

Specific Performance. The Executive Employee and the Employer acknowledges acknowledge that a remedy at law for any breach or threatened breach of Section 6 Sections 7, 10, 11, or 7 12 of this Agreement will be inadequate and that each Party may be entitled to specific performance, injunctive relief, and any other remedies available to it for such breach or threatened breach. If a bond is required to be posted in order for either Party to secure an injunction, then the Parties stipulate that a bond in the amount of ... class="diff-color-red">One Thousand and No/100 Dollars (US$1,000) one thousand dollars ($1,000) will be sufficient and reasonable in all circumstances to protect the rights of the Parties. View More

Found in WOUND MANAGEMENT TECHNOLOGIES, INC. contract

Specific Performance. The Stockholder Shareholder acknowledges that there would be no adequate remedy at law if the Stockholder Shareholder fails to perform any of its his obligations hereunder, and accordingly and, accordingly, agrees that the Company, Bright Mountain, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Stockholder Shareholder under this Agreement in accordance with the terms and conditions of... this Agreement. Any remedy under this Section 6 3 is subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. View More

Specific Performance. The Stockholder Shareholder acknowledges that there would be no adequate remedy at law if the Stockholder Shareholder fails to perform any of its obligations hereunder, and accordingly agrees that the Company, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Stockholder Shareholder under this Agreement in accordance with the terms and conditions of this Agreement. Any remedy under this... Section 6 7 is subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. View More