Specific performance

28 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Specific Performance

   The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity

   Bitech Technologies Corp (BTTC) (CIK 0001066764) · filed 2024-11-26 · read the filing · this wording recurs in 10 agreements we hold

2. 02

   Specific Performance

   The parties hereby expressly recognize and acknowledge that 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. Therefore, in addition to, and not in limitation of, any other remedy available to any party hereto, a party under this Agreement will be entitled to specific performance of the terms hereof and injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy and without bond or other security being required. Such remedies, and any and all other remedies provided for in this Agreement, will, however, be cumulative in nature and not exclusive and will be in addition to any other remedies whatsoever which any party may otherwise have. Each of the parties hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the parties. Each of the parties hereby further 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 party hereby further agrees that in the event of any action by any other party for specific performance or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds

   Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-05-12 · read the filing · this wording recurs in 4 agreements we hold

3. 03

   Equitable Relief

   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, and that money damages or other legal remedies would not be an adequate remedy for any such damages. It is accordingly agreed that parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches, or to enforce compliance with, the covenants and obligations of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto hereby waives (a) any requirement that any other party hereto post a bond or other security as a condition for obtaining any such relief, and (b) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

4. 04

   Specific Performance

   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, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal or state court located in the State of Maryland, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other party hereto has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity

   Horizon Technology Finance Corp (HRZN, HTFB, HTFC) (CIK 0001487428) · filed 2025-09-08 · read the filing · this wording recurs in 3 agreements we hold

5. 05

   Specific Performance

   The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, could 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 (a) the Parties may 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 of this Agreement in the courts described in Section 11.7 , without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific performance is an integral part of the Transactions and without that right, neither the Seller nor the Buyer would have entered into this Agreement. Each of the Parties agrees that it will not oppose the granting of any injunction, specific performance or other equitable relief on the basis that the other Parties have an adequate remedy at law or 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 Section 11.6 shall not be required to provide any bond or other security in connection with any such order or injunction. Without limiting the generality of the foregoing, the Seller shall be entitled to seek specific performance to cause the Buyer to consummate the Transactions and the Closing and to make the payments contemplated by this Agreement. Section 11.7 Governing Law; Venue; Waiver of Jury Trial . (a) THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. (b) EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR THE DELAWARE SUPRE […]

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Specific Performance

   (a) 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 any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties hereto acknowledge and agree each of Buyer and Seller shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Delaware Court of Chancery, this being in addition to any other remedy to which such Party is entitled at law or in equity pursuant to this Agreement. Each Party hereby further waives any requirement under any Law to post security as a prerequisite to obtaining equitable relief. (b) Notwithstanding Section 10.10(a) , the Parties agree that prior to the Closing, Seller shall only be entitled to specific performance or other equitable remedy to enforce the terms, obligations and provisions of this Agreement against Buyer to cause Buyer to effect the Closing in accordance with Section 3.01 if (i) all of the conditions set forth in Section 7.01 and Section 7.02 have been satisfied or waived by Buyer (other than conditions which, by their nature, are to be satisfied at the Closing, but which are capable of being satisfied at the Closing), (ii) the Debt Financing (or, as applicable, the Alternative Debt Financing) has been or will be funded sufficient for Buyer to pay the Required Amount at or prior to the Closing, (iii) Seller has confirmed in a written notice to Buyer that all of the conditions in Section 7.02 have been satisfied or waived by Seller, and that if specific performance is granted and the Debt Financing is funded, then it is ready, willing and able to consummate the Closing, and (iv) Buyer fails to consummate the Closing on or prior to the date on which the Closing should have occurred pursuant to Section 3.01 . Nothing in this Section 10.10(b) shall limit Seller’s rights after termination of this Agreement to receive the Buyer Termination Fee (solely to the extent entitled thereto in accordance with Section 9.06 ) or in connection with Buyer’s Willful Breach, notwithstanding that Seller sought (but were not granted) specific performance or injunctive relief in accordance with thi […]

   NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545) · filed 2024-10-16 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Specific Performance

   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 courts described in Section 12.1 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (ii) the right of specific performance is an integral part of the Transactions and without that right, neither Purchaser nor Seller would have entered into this Agreement. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at law or 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 Section 12.2 shall not be required to provide any bond or other security in connection with any such order or injunction

   Ayala Pharmaceuticals, Inc. (ADXS) (CIK 0001100397) · filed 2024-02-20 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Specific Performance

   Each Party hereby acknowledges and agrees that the failure of any Party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to the consummation of the Transactions, will cause irreparable injury to the other Parties for which damages, even if available, will not be an adequate remedy. Accordingly, each Party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such Party’s obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder in addition to any other rights and remedies existing in such Party’s favor. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction

   SONIM TECHNOLOGIES INC (SONM) (CIK 0001178697) · filed 2025-12-05 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Specific Performance

   The parties hereto agree that irreparable damage would occur and that a party would not have any adequate remedy at law in the event that any of the provisions of this Agreement are not performed in accordance with their terms or were otherwise breached. Accordingly, each party shall without the necessity of proving the inadequacy of money damages or posting a bond be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms, provisions and covenants contained therein, this being in addition to any other remedy to which they are entitled at law or in equity. Under no circumstances will the Company be permitted or entitled to receive both (a) a grant of specific performance resulting in the consummation of the issuance of the Purchased Shares in exchange for receipt in full by the Company of the Purchase Price therefor, and (b) the payment of monetary damages at any time

   Finance of America Companies Inc. (FOA, FOACW) (CIK 0001828937) · filed 2022-12-07 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    Specific Performance

    The parties agree that irreparable damage would occur if any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to any and all available equitable relief (including, without limitation, specific performance of the terms hereof)

    iCoreConnect Inc. (ICNP, ICCRW) (CIK 0001408057) · filed 2023-03-23 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Specific Performance

    The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity. [Signature Page Follows] - Signature Page - Asset Purchase Agreement WEST VII IN WITNESS WHEREOF, Willis and WEST have caused this Agreement to be duly executed by their respective officers or authorized representatives as of the day and year first above written. WILLIS LEASE FINANCE CORPORATION By: /s/ Dean M. Poulakidas Name: Dean M. Poulakidas Title: Senior Vice President - Signature Page - Asset Purchase Agreement WEST VII WILLIS ENGINE STRUCTURED TRUST VII By: /s/ Brian R. Hole Name: Brian R. Hole Title: Controlling Trustee 26 APPENDIX A ASSET PURCHASE AGREEMENT DEFINITIONS “Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority. “Asset Interest” means, with respect to any Airframe or Aircraft Engine that is owned by an Asset Trust, the beneficial ownership interest in such Asset Trust. The acquisition or disposition of all of the Asset Interest with respect to an Asset Trust that holds an Airframe or Aircraft Engine constitutes, respectively, the acquisition or disposition of that Airframe or Aircraft Engine. “Asset Trust” means the common law trust estate created pursuant to an Asset Trust Agreement. “Asset Trust Agreement” means each trust agreement with an Asset Trustee under which a common law trust estate is created with respect to an Initial Asset or the right to acquire an Asset and Willis holds the Asset Interest. “Asset Trustee” means U.S. Bank National Association, Wells Fargo Trust Company, National Association or Bank of Utah. “Beneficial Interest Assignment” means, in respect of transfer of the each Initial Asset Interest hereunder, an assignment thereof, substantially in the form of Exhibit A to this Agreement. “Beneficial Interest Certificates” means the certificates evidencing a beneficial interest in WEST issued by WEST pursuant to the Trust Agreement. “Bill of Sale” means, in respect of transfer of an Initial Asset with respect to which no Initial Asset Interest is transferring, a warranty bill of sale transferring title to such Initial Asset in substantially the form of Ex […]

    WILLIS LEASE FINANCE CORP (WLFC) (CIK 0001018164) · filed 2024-03-15 · read the filing

12. 12

    Specific Performance

    Each Party agrees that irreparable damage could occur to the non-breaching Party(ies) if any provision of this Agreement were not performed by a Party in accordance with the terms hereof (including failing to take such actions as are required of them to consummate the transactions contemplated hereby). Accordingly, without limitation to Section 4.4(e) , each Party agrees that, subject to Section 6.3 and the limitations set forth in this Section 9.13 , in addition to any other remedy to which a non-breaching Party is entitled at Law or in equity, each of Buyer and Atlas (on behalf of the Seller Parties), prior to the termination of this Agreement in accordance with Section 6.1 , will be entitled to seek injunctive relief to prevent breaches of this Agreement and will be entitled to specifically enforce the performance of the provisions hereof. By seeking the remedies provided for in this Section 9.13, a Party will not in any respect waive its right to seek any other form of relief that may be available to such Party under this Agreement in the event that the remedies provided for in this Section 9.13 are not available or otherwise not granted. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other Party has an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. A Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other security in connection with any such order or injunction. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall any Non-Breaching Party(ies) be entitled to both a grant of specific performance to cause the Closing to occur and to all or any portion of the Break-Up Fee and the Non-Breaching Party(ies) acceptance of the Break-Up Fee shall terminate any right to injunctive relief or specific performance under this Agreement

    Atlas Corp. (ATCOL, ATCO-PD, ATCO-PH) (CIK 0001794846) · filed 2025-03-14 · read the filing