Each Party agrees that the other Parties would suffer irreparable damage in the event that any of the covenants or agreements set forth in this Agreement, in any other document contemplated hereby, or in any certificate delivered hereunder or thereunder, were not performed in accordance with the terms of this Agreement or were otherwise breached and money damages or other legal remedies would not be an adequate remedy for any such damage. Accordingly, the Parties acknowledge and hereby agree that, at any time prior to the termination of this Agreement, in the event of any breach or threatened breach of this Agreement, the Parties shall be entitled to an injunction or injunctions to prevent or restrain any such breaches or threatened breaches 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 set forth in this Agreement, in addition to any other remedy to which a Party may be entitled at law or in equity (including the Sellers’ Representative’s or Purchaser’s right to terminate this Agreement if and as permitted pursuant to Section 9.1 and to seek money damages if and as permitted by Section 9.2 ). 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. Each Party hereby waives (a) the defense that a remedy at law would be adequate and (b) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. In the event that any Party prevails against another Party in any Action commenced to specifically enforce the terms of this Agreement pursuant to this Section 11.9 , all reasonable out-of-pocket fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the such prevailing Party in such Action shall be reimbursed by the non-prevailing Parties.