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. 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 ad...dition 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. 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 ad...dition 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. 7 12. Headings. The headings of this Note are for convenience of reference only and shall not form part of, or affect the interpretation of, this Note. View More
Specific Performance. The parties recognize that if any provision of this Agreement is violated by the parties hereto, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute proceedings, either at law or in equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.
Specific Performance. The parties recognize that if any provision of this Agreement is violated by the parties hereto, the Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, the Indemnitee shall be entitled, if the Indemnitee so elects, to institute proceedings, either at law or in equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of as the foregoing as Indemnitee may elect to pursue.
Specific Performance. The parties recognize that if any provision of this Agreement is violated by the parties hereto, the Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, the Indemnitee shall be entitled, if the Indemnitee so elects, to institute proceedings, either at law or in equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of as the foregoing as Indemnitee may elect to pursue.
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. Each of the Engaged Stockholders, Investor, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party Parties 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 Eng...aged Stockholder, Investor, 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 Parties 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 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 2015 Annual Meeting; provided, however, that the Company shall reimburse the Engaged Stockholders Group for the reasonable and documented legal and search firm fees and expenses incurred by the Engaged Stockholders Group in connection herewith in an amount not to exceed $25,000. $100,000. 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 equitable relief on the basis that the party seeking such injunction, specific performance or other 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. 55 12. PUBLIC STATEMENTS. (a) Prior to the Closing, (i) neither the Company nor any Seller, without the prior written approval of the Purchaser, and (ii) the Purchaser, without the prior written approval of the LLC Seller, and (b) following the Closing (i) the Sellers will not, without the prior written approval of the Purchaser, and (ii) neither the Purchaser nor the Company, without the prior written approval of the LLC Seller, will (1) make any press release or other public announcement concerning the transactions contemplated by this Agreement, except to the extent required by Law, in which case the other party will be so advised as far in advance as possible and will be given an opportunity to comment on such release or announcement, or (2) disclose the Purchase Price, the approximate amount of the Purchase Price, any other financial information from which the approximate amount of the Purchase Price may be determined, or disclose any of the other essential terms of this Agreement and except as required by Law or required for financial reporting purposes and except that the parties (or their respective Affiliates) may disclose such terms to their respective employees, accountants, advisors and other Representatives or their respective past, present or prospective financing sources or other investors as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential on terms substantially similar to those set forth in this Agreement that are applicable to the disclosing party hereunder).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. 55 Information marked "[***]" has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) is the type of information the registrant treats as private or confidential. -82- 12. PUBLIC STATEMENTS. (a) Prior to the Closing, (i) (a) neither the Company nor any Seller, without the prior written approval of the Purchaser, and (ii) (b) the Purchaser, without the prior written approval of the LLC Seller, and (b) Sellers' Representative, and, following the Closing (i) Closing, (x) the Sellers will not, without the prior written approval of the Purchaser, and (ii) (y) neither the Purchaser nor the Company, without the prior written approval of the LLC Seller, Sellers' Representative, will (1) (i) make any press release or other public announcement concerning the transactions contemplated by this Agreement, Contemplated Transactions, except to the extent required by Law, in which case the other party will be so advised as far in advance as possible and will be given an opportunity to comment on such release or announcement, or (2) (ii) disclose the Final Purchase Price, the approximate amount of the Final Purchase Price, any other financial information from which the approximate amount of the Final Purchase Price may be determined, or disclose any of the other essential terms of this Agreement and except as required by Law or required for financial reporting purposes and except that the parties (or their respective Affiliates) may disclose such terms to their respective employees, accountants, advisors and other Representatives or their respective past, present or prospective financing sources or other investors as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential on terms substantially similar to those set forth in this Agreement that are applicable to the disclosing party hereunder). View More
Specific Performance. The Company agrees that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any obligation contained herein or by an injunction against a violation of any of the terms hereof or otherwise.
Specific Performance. The Company agrees stipulates that the remedies at law of available to the Holder holder of this Warrant in the event of any default or threatened default by the Company it in the performance of or compliance with any of the terms of this Warrant the Agreement are not and will not be adequate adequate, and that, to the fullest extent permitted by law, that such terms may be specifically enforced by a decree for the specific performance of any obligation agreement contained herein or by an injunc...tion against a violation of any of the terms hereof or otherwise. 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 Sect...ion 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. 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 8 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 Se...ction 9, 8, 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. The Sponsor and each Insider hereby agrees and acknowledges that: (a) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under Section 1, Section 2, Section 3, Section 4, Section 5, Section 7(a), Section 7(b), Section 8, Section 9 and Section 10, as applicable, of this Letter Agreement (b) monetary damages may not be an adequate remedy for such breach and (c) the non-breaching party shall be entitled... to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.View More
Specific Performance. The Sponsor parties hereto agree and each Insider hereby agrees and acknowledges acknowledge that: (a) the Underwriters Underwriters, the Sponsor and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider the applicable parties hereto of its, his or her obligations under Section 1, Section 2, Section 3, Section 4, Section 5, Section 7(a), Section 7(b), Section 8, Section 9 9, Section 10, and Section 10, 13, as applicable, of this Letter Agreement (b) mone...tary damages may not be an adequate remedy for such breach and (c) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach. View More
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: mmyers@quoinpharma.com 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: jeffrey.baumel@dentons.com ilan.katz@dentons.com (b) If to Stockholder, to Terry Howlett356 Vincents Hollow Circle Henderson, NV 89052 Attention: Terry Howlett email: terry@skinvisible.com 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. 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: mmyers@quoinpharma.com 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: jeffrey.baumel@dentons.com ilan.katz@dentons.com (b) If to Stockholder, to Terry Howlett356 Doreen McMorran 356 Vincents Hollow Circle Henderson, NV 89052 Attention: Terry Howlett Doreen McMorran email: terry@skinvisible.com doreen@invisicare.com 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. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage 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. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions of this Agreement (in each case, without the requirement to post a bond), this being in addition to any other remedy to which the parties are entitled at law or in equity, and each of the parties agrees that it shall not oppose the granting of such relief on the basis that the other party has an adequate remedy at law or in damages.View More
Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, Party, and the exercise by a party Party of any one remedy shall will not preclude the exercise of any other remedy. The parties Parties hereto agree that irreparable damage 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. It is accordingly agreed that the parties Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof in any court of this Agreement (in each case, without the requirement to post a bond), United States or any state having jurisdiction, this being in addition to any other remedy to which the parties they are entitled at law or in equity, and each of the parties agrees Parties hereto waives any bond, surety or other security that it shall not oppose the granting might be required of such relief on the basis that the any other party has an adequate remedy at law or in damages. Party with respect thereto. 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. Not...ices. 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
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. Not...ices. 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
