Specific Performance Contract Clauses (4,082)

Specific Performance. Borrower acknowledges and agrees that irreparable damage would occur to Lender in the event that Borrower fails to perform any provision of this Note or any of the other Transaction Documents in accordance with its specific terms. It is accordingly agreed that Lender shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Note or such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in... addition to any other remedy to which Lender may be entitled under the Transaction Documents, at law or in equity. For the avoidance of doubt, in the event Lender seeks to obtain an injunction against Borrower for specific performance of any provision of any Transaction Document, such action shall not 7 be a waiver of any right of Lender under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents. View More

Specific Performance. Each of the Engaged Stockholders, on the one hand, and 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 each Engaged Stockholder,... on the one hand, and the Company, on the other hand (the "Moving Party"), 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 is not the exclusive remedy for any violation of this Agreement. 8 9. Expenses. Each Party shall each be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to, any matters related to the 2016 Annual Meeting; provided, however, that the Company shall reimburse the Engaged Stockholders for the reasonable and documented legal expenses incurred by the Engaged Stockholders in connection herewith in an amount not to exceed $25,000. View More

Specific Performance. It is recognized and acknowledged by the Executive and the Company that a breach by such Person of such Person's covenants contained in Section 9 will cause irreparable damage to the Company or the Executive, as applicable, and its or his goodwill or reputation, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the parties agree that in the event a party breaches any covenant contained in... Section 9, in addition to any other remedy which may be available at law or in equity (or under any other agreement between the Company and the Executive), the other party will be entitled to specific performance and injunctive relief. View More

Specific Performance. Stockholder acknowledges that Quoin could be damaged irreparably if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by Stockholder could not be adequately compensated by monetary damages. Accordingly, Stockholder agrees that (a) it will waive, in any action for specific performance, the defense of adequacy of a remedy at law, and (b) in addition to any other right or remedy to which Quoin may be entitled, at... law or in equity, Quoin will be entitled to seek to enforce any provision of this Agreement by a decree of specific performance and to seek temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking. 2 7. Notices. All notices and other communications hereunder shall be in writing (including email or similar writing) and must be given: (a) If to Quoin, to: Quoin Pharmaceuticals, Inc. 42127 Pleasant Forest Court Ashburn, VA 20148 Attention: Michael Myers, Ph.D. Email: [email protected] with a copy (which will not constitute notice) to: Dentons US LLP 1221 Avenue of the Americas New York, NY 10020 Attention: Jeffrey Baumel Ilan Katz Email: [email protected] [email protected] (b) If to Stockholder, to Terry Howlett356 Vincents Hollow Circle Henderson, NV 89052 Attention: Terry Howlett email: [email protected] or such other physical address or email address as a party may hereafter specify for the purpose by notice to the other parties hereto. Each notice, consent, waiver or other communication under this Agreement will be effective only (i) if given by email, when the email is transmitted to the email address specified in this Section 7 or (ii) if given by overnight courier or personal delivery when delivered at the physical address specified in this Section 7. View More

Specific Performance. It is hereby agreed and acknowledged that it may be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them by this Agreement and that, in the event of any such failure, an aggrieved party may be irreparably damaged and may not have an adequate remedy at law. Any such party shall therefore be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to injunctive... relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in 13 equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law. View More

Specific Performance. The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to (i) compel specific performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and... conditions of this Agreement and (ii) obtain preliminary injunctive relief to secure specific performance and to prevent a breach of this Agreement. View More

Specific Performance. Each of the Purchaser, the Sellers, and the Company acknowledges that the other parties may be irreparably harmed and that there may be no adequate remedy at law for any violation by any of them of any of the covenants or agreements contained in this Agreement. It is accordingly agreed that, in addition to, but not in lieu of, any other remedies that may be available upon the breach of any such covenants or agreements (including remedies under Section 9), each party shall have the right to seek... injunctive relief to restrain a breach or threatened breach of, or otherwise to seek specific performance of, the other parties' covenants and agreements contained in this Agreement. Each party agrees that it will not oppose the granting of an injunction, specific performance, or other similar non-monetary equitable relief on the basis that the party seeking such injunction, specific performance or other similar non-monetary equitable relief has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or equity. In the event that any party seeks an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement, such party shall not be required to provide any bond or other security in connection with any such injunction or other order, decree, ruling or judgment. View More

Specific Performance. The Stockholder hereby agrees and acknowledges that (a) Parent and the Company would be irreparably injured in the event of a breach by the Stockholder of its obligations under this Support Agreement, (b) monetary damages may not be an adequate remedy for such breach and (c) Parent and the Company shall be entitled to obtain injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach or anticipated breach, without the requirement... to post any bond or other security or to prove that money damages would be inadequate. View More

Specific Performance. Senior Lender is hereby authorized to demand specific performance of this Subordination Agreement at any time when any other party shall have failed to comply with any of the provisions of this Subordination Agreement applicable to it. The Company and Preferred Unit Holder hereby irrevocable waive any defense based upon the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance and waive any requirement of the posting of any bond which might... otherwise be required before such remedy of specific performance granted. View More

Specific Performance. Each of the parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court located in the State of Delaware, in addition to any other remedy to which they are entitled at law or in equity. 12 20.... Notices. All notices, requests and other communications to any party shall be in writing (including email or similar writing) and shall be given: If to the Company: Clearwater Analytics Holdings, Inc. 777 W. Main Street, Suite 900 Boise, ID 83702 Attention: Chief Legal Officer Fax: [***] Email: With a copy to (which shall not constitute notice): Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Attention: Joshua N. Korff and Ross M. Leff Email: [***] Email: [***] If to Welsh Carson or any of its Nominees: c/o Welsh, Carson, Anderson & Stowe 599 Lexington Avenue, 18th Floor New York, NY 10022 Attention: Email: If to Permira or any of its Nominees: c/o Permira Advisers LLC 320 Park Avenue, 28th Floor New York, NY 10022 Attention: Justin Herridge Email: [***] If to Warburg Pincus or any of its Nominees: Warburg Pincus LLC 450 Lexington Avenue New York, NY 10017 Attention: Email: or to such other address or email address as such party may hereafter specify for the purpose by notice to the other parties. Each such notice, request or other communication shall be effective when delivered at the address specified in this Section 20 during regular business hours. View More