Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the applicant # has submitted a written application for benefits in accordance with the procedures described by Section 9(a) above, # has been notified by the Plan Administrator that the application is denied, # has filed a written request for a review of the application in accordance with the appeal procedure described in Section 9(c) above, and # has been notified that the Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an applicant’s claim or appeal within the relevant time limits specified in this Section 9, the applicant may bring legal action for benefits under the Plan pursuant to [Section 502(a)] of ERISA.

Exhaustion of Remedies. These administrative procedures are the exclusive means for resolving any dispute arising under this Plan. As to such matters:

No legal or equitable action for benefits under the Plan shall be brought unless and until the claimant # has submitted a written application for benefits in accordance with Section 13.1, # has been notified that the application is denied, # has filed a written request for an independent review of the application in accordance with Section 13.3 and # has been notified in writing that the Company has affirmed the denial of the application; provided, however, that such an action may be brought after the Company has failed to act on the claim within a time period prescribed by Sections 13.2 or 13.4.

Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this [Article IX] shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the Claimant has exhausted his remedies under this Section. In any such legal action, the Claimant may only present evidence and theories which the Claimant presented during the claims procedure. Any claims which the Claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a Claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the Claimant presented during the claims procedure. Any suit or legal action initiated by a Claimant under the Plan must be brought by the Claimant no later than one year following a final decision on the claim for benefits by the Committee. The one-year limitation on suits for benefits will apply in any forum where a Claimant initiates such suit or legal action.

SECTION # PLAN ADMINISTRATION 25

Remedies. If the Key Employee has engaged in Detrimental Activity as described in subsections # and/or (b), then the Committee may, in its discretion, declare that the Key Employee has forfeited the Grant in whole or in part and cause the Company to assume possession of any or all property held in escrow in respect of the Grant in its own right and/or cause the Key Employee to return any cash or property actually realized by the Key Employee (directly or indirectly) in respect of the Grant, in each case whether or not the Key Employee engaged in the Detrimental Activity before or after the date of termination.

Remedies. The ​ agrees that immediate irreparable damage will result to Company if the ​ breaches the Restrictive Covenant set forth in this Agreement. Therefore, in the event the ​ breaches this Agreement, whether directly or indirectly, the ​ consents to specific enforcement of this Agreement through an injunction or restraining order. Injunctive relief shall be awarded in addition to any other remedies or damages available at law or in equity. The ​ specifically agrees that the Company is entitled to the attorneys’ fees and expenses the Company incurs to enforce this Agreement, and that the ​ is responsible for paying the Company’s costs and attorneys’ fees incurred as a result of enforcing any provisions of this Agreement.

Remedies. Employee acknowledges and agrees that it would be difficult to measure the damages to the Company from any breach or threatened breach by Employee of [Sections 3, 4, 5, and 6]6]6]6] of this Agreement; that injury to the Company from any such breach would be irreparable; and that money damages would therefore be an inadequate remedy for any such breach. Employee agrees that if Employee breaches or threatens to breach any of his obligations under this Agreement, then the Company, in addition to any other remedies available to it under law, shall be entitled to specific performance and other equitable relief, including temporary and permanent injunctive relief, to enforce [Sections 3, 4, 5, and 6]6]6]6] of this Agreement.

Remedies. If there is a breach or threatened breach of any provision of Section 7, 8, 9 or 11 of this Agreement, the Company will suffer irreparable harm and shall be entitled to an injunction restraining Employee from such breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies for such breach or threatened breach.

Remedies. Payment of Restricted Stock Units (and any related dividend equivalents) on the Settlement Date is specifically conditioned on the requirement that at all times prior to such Settlement Date, you do not engage in solicitation, Detrimental Conduct or hedging or derivative transactions, as described in paragraphs (d)(i), [(ii) and (iii)])], during such period. If ​ determines in its reasonable business judgment that you have failed to satisfy such requirements, then the Restricted Stock Units (and any related dividend equivalents) as of the date of such determination shall be canceled as of such date of determination.

Remedies. If either Party violates any of the provisions of this [Section 7], the non-breaching Party, at its option, may: # seek any equitable or injunctive relief, without the requirement to post bond or other security, enjoining the breaching Party from continued violation of those provisions in addition to any other remedies that may be available to the non-breaching Party; or # seek damages for the violation of the provisions of this [Section 7] or pursue any and all other rights and remedies that may be available at law, in equity or otherwise, all of which shall be cumulative and not mutually exclusive. Each Party acknowledges and agrees that any breach or threatened breach of this [Section 7] will injure the other Party irreparably and that any remedy at law for any breach or threatened breach shall be inadequate.

Remedies. In addition and supplementary to other rights and remedies existing in its favor, the Company may apply to the court of law or equity of competent jurisdiction, without posting any bond, for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, including paragraphs 6, 7, 8, 9 and 10 hereof. In the event of a violation by Executive of paragraphs 6, 7, 8, 9 and 10 hereof, any severance being paid to Executive pursuant to this Agreement or otherwise shall immediately cease.

Remedies. In the event of a breach by [[Organization B:Organization]] or by a Holder, of any of their obligations under this Agreement, each Holder or [[Organization B:Organization]], as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. [[Organization B:Organization]] and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

Remedies. The Company shall have all remedies in law and equity against Employee (including special and consequential damages) for damages to the Company caused by the violations of Articles 4 or 5.

Remedies. Because Indemnitee’s services are unique and because Indemnitee has access to Confidential Information, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company, in addition to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

Remedies. The Company, on the one hand, and the Investor, on the other hand, each acknowledge and agree that monetary damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it and that, in the event of any breach or threatened breach hereof, # the non-breaching party shall have the right to immediate injunctive and other equitable relief, without proof of actual damages; # the breaching party will not plead in defense thereto that there would be an adequate remedy at law; and # the breaching party agrees to waive any applicable right or requirement that a bond be posted by the non-breaching party. Such remedies will not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies that may be available to the non-breaching party at law or in equity. In the event that either party institutes any legal suit, action or proceeding against the other party arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.