Specific performance is a legal remedy in contract law that requires a party to perform their contractual obligations as specified, rather than paying damages for failing to do so. This remedy is typically reserved for situations where monetary compensation is inadequate, such as in contracts involving unique goods or properties.
If BPP terminates the BPP Purchase Agreement because CPOC has failed to satisfy conditions to closing through no fault of BPP and the conditions to closing of BPP have been satisfied or waived, BPP is entitled to enforce specific performance by CPOC or, if BPP does not seek or successfully enforce specific performance, terminate the Primexx Purchase Agreement and receive the BPP Deposit as liquidated damages. If CPOC terminates the BPP Purchase Agreement because BPP has failed to satisfy conditions to closing through no fault of CPOC and the conditions to closing of CPOC have been satisfied or waived, CPOC is entitled to enforce specific performance by BPP or, if CPOC does not seek and successfully enforce specific performance, terminate the BPP Agreement, receive back the BPP Deposit plus an amount equal to CPOC’s actual, out-of-pocket expenses in connection with the BPP Agreement, and seek to recover CPOC’s actual, direct damages from BPP, but in no case in an amount exceeding the BPP Deposit.
Specific Performance. The Parties agree that irreparable injury would occur if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, and further agree that, (a) damages to the Company caused by the non-occurrence of the Closing, including damages related to reputational harm, customer or employee losses, increased costs, harm to the Company’s business, and/or a reduction in the actual or perceived value of the Company or any of its direct or indirect Subsidiaries, would be difficult or impossible to calculate, (b) the provisions of this Agreement are not intended to and do not adequately compensate the Company for the harm that would result from a breach by Parent, and will not be construed to diminish or otherwise impair in any respect any the Company’s rights to an injunction, specific performance or other equitable relief, and (c) the right of specific performance is an integral part of this Agreement and without that right the Company would not have entered into this Agreement. Further, it is explicitly agreed that the Company shall have the right to an injunction, specific performance or other equitable relief with respect to the Parent Entities’ obligations to consummate the Transactions. It is further agreed that the Company shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or other court of the United States as specified in Section 8.05, and the Parties waive any requirement for the posting of any bond or similar collateral in connection with any such equitable relief. Parent agrees that it will not oppose the granting of an injunction or specific performance on the basis that (i) the Company has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.
The arbitration under this provision will be limited to any Party’s request for specific performance or other equitable relief in aid of specific performance in accordance with Section 9.11 (Specific Performance) of the Merger Agreement, and the Parties agree that the Tribunal will have the power to order specific performance and all other forms of equitable relief in aid of specific performance. All other issues, including but not limited to any claims for damages, may be arbitrated separately at the election of any Party in a manner consistent with the Dispute Resolution provisions in Section 9.10 (Dispute Resolution) of the Merger Agreement.
Specific Performance. The Company acknowledges and agrees that any breach or threatened breach by the Company or its Representatives would give rise to irreparable harm to CoreRx, for which monetary damages would not be an adequate remedy, and the Company hereby agrees that, in addition to all other remedies available at law or otherwise to CoreRx, CoreRx shall be entitled to, obtain equitable relief (including, without limitation, injunctive relief and specific performance) as a remedy for any breach or threatened breach of any provision of this letter, without the need for CoreRx to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any such remedy. The Company agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that an adequate remedy at law is available or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.
Authorization, etc. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by each of Parent and Purchaser and, assuming due authorization, execution and delivery by Stockholder, constitutes a legal, valid and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with their terms, subject to (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it was organized, except where the failure to be in good standing would not, individually or in the aggregate, prevent or materially delay the performance by Parent or Purchaser of their obligations under this Agreement.
Capital remains committed to consummating the Transactions quickly and effectively—as agreed. 26 Capital seeks expedited relief and specific performance of the UEC Parties’ obligations and the consummation of the Merger Agreement so the parties can finalize the Merger as agreed—more than 16 months ago. Specifically, 26 Capital asks this Court for an order of specific performance requiring the UEC Parties to perform their remaining obligations under the Merger Agreement and close the Transactions. The UEC Parties need only direct its accounting firm to perform limited audit work, allow the accountants to perform such work, supplement and cause a supplemented Form F-4 to be filed with the United States Securities and Exchange Commission, and then effectuate the Closing. 26 Capital believes that these steps can be completed in a matter of several weeks.
Specific Performance. The parties hereby expressly recognize and acknowledge that immediate, extensive and irreparable damage would result, no adequate remedy at law would exist and damages would be difficult to determine in the event that any provision of this Agreement is not performed in accordance with its specific terms or otherwise breached. It is hereby agreed that the parties shall be entitled to specific performance of the terms hereof and immediate injunctive relief and other equitable relief, without the necessity of proving the inadequacy of money damages as a remedy, and the parties further hereby agree to waive any requirement for the securing or posting of a bond in connection with the obtaining of such injunctive or other equitable relief. Such remedies, and any and all other remedies provided for in this Agreement, shall, however, be cumulative in nature and not exclusive and shall be in addition to any other remedies whatsoever which any party may otherwise have. Each of the parties hereby acknowledges that the existence of any other remedy contemplated by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief. Each of the parties further acknowledges and agrees that injunctive relief or specific performance will not cause an undue hardship to such party.
The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree that (i) the Parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Massachusetts Courts without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement or the BCA, and (ii) the right of specific performance is an integral part of this Agreement and without that right, neither the Company nor Parent would have entered into this Agreement. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that the other Parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this paragraph shall not be required to provide any bond or other security in connection with any such order or injunction.
The Plaintiff respectfully requests that his causes of action against the Defendants proceed to a trial by jury, that a judgment be entered on all Counts against the Defendants and that specific performance, on a temporary, preliminary and/or permanent basis, be ordered for the issuance of Three Hundred – Eighty - Seven Million - Five Hundred Thousand (387,500,000) shares of Series B stock, convertible into freely tradeable shares of NSAV common stock, and the $50,000.00 debenture (convertible into 1.25% of NSAV’s fully diluted outstanding shares, or Ninety – Six Million – Eight Hundred Seventy – Five Thousand (96,875,000) shares of Series B stock, convertible into freely tradeable shares of NSAV common stock), and that Mr. Grover be awarded his general, compensatory and consequential damages and losses, together with multiple and/or punitive damages, and with statutory interest, costs and attorneys’ fees, against the Defendants, jointly and severally, and that this Honorable Court grant, order and enter such declaratory and equitable or injunctive relief, and any such other relief as this Court deems just and appropriate.
If either party commits or is alleged to have committed a breach of this Letter Agreement or its obligations hereunder (the “Breaching Party”) that remains uncured 30 days after the other party has provided the Breaching Party written notice of such breach (a “Dispute Notice”), the other party shall have the right to exercise remedies pursuant to the terms hereof. Each party acknowledges that the remedies at law for a breach or threatened breach of this Letter Agreement may be inadequate and, in recognition of this fact, each party, without posting any bond, will be to, following the expiration of the Resolution Period (as defined below), seek equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available. Each party further (a) waives any defense that a remedy at law would be adequate in any action or legal proceeding for an injunction, specific performance and other equitable relief hereunder and (b) agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief, on the terms and subject to the conditions and limitations set forth herein, on the basis that the other party has an adequate remedy at law or equity or an award of specific performance is not an appropriate remedy for any reason at law or in equity. In cases where specific performance is not available as a remedy, a party may seek an award of any direct damages resulting from the other party’s breach of its obligations under this Letter Agreement. In no event shall either party be liable or responsible to the other party or any other person for any indirect, consequential, special, punitive damages, or damages based on lost profits or lost opportunities resulting from a breach of its obligations under this Letter Agreement, whether arising under the theory of contract, tort (including negligence), strict liability or otherwise.
Specific performance is a legal remedy in contracts where the court orders the breaching party to perform their obligations under the contract, rather than simply paying damages for failing to fulfill those obligations. It is typically sought when monetary compensation is inadequate to remedy the harm caused by the breach.
Specific performance should be considered when:
When drafting a specific performance clause in a contract, consider the following elements:
Identification of the Obligations:
Conditions for Performance:
Remedies:
Limitations:
Example clause:
In the event of any breach of this Agreement, the parties agree that monetary damages alone would not be adequate. Accordingly, the non-breaching party shall be entitled to seek specific performance of the terms and provisions of this Agreement.
Specific performance clauses are commonly found in contracts dealing with:
Real Estate Transactions: Due to the uniqueness of real property, buyers often seek specific performance to compel the seller to convey the property.
Art or Antiques Sales: These items are unique, and monetary damages might not be adequate for their non-delivery.
Mergers and Acquisitions: Agreements may include specific performance to ensure the transaction is completed as agreed.
Service Contracts with Unique Skills: Contracts where specific skills or talents are involved, making it difficult to find an equivalent substitute.
By understanding the concept and applicability of specific performance, parties can better safeguard their interests in contracts where unique or irreplaceable obligations are at stake.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A spendthrift provision is a clause in a trust that restricts a beneficiary's ability to transfer or pledge their interest in the trust assets, effectively protecting the trust from creditors. This ensures that the beneficiary cannot irresponsibly squander their inheritance or have it seized for debts, thereby preserving the trust's assets for its intended purpose.
The "Standard of Performance" clause specifies the expected level of quality and diligence required from a party in fulfilling their contractual obligations. It typically outlines the criteria, industry standards, or benchmarks against which performance will be measured to ensure compliance and satisfactory completion of tasks.
A standard warranty clause in a contract typically ensures that the seller guarantees the product or service will be free from defects and will perform as described for a specified period. It often outlines the buyer's rights to repair, replacement, or refund if the warranty is breached within the defined timeframe.
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