Common use of Failure to Satisfy Clause in Contracts

Failure to Satisfy. In the event that the Premises do not satisfy the terms of subparagraphs (a), (b) or (c) of Paragraph 1.7 above and such failure to satisfy (a "Premises Failure") exists on or after April 15, 1995 (which shall not include a Premises Failure that is directly caused by either (a) a Force Majeure Event or (b) any unreasonable act or failure to act by MTVA (including without limitation and for illustration purposes only, a Premises Failure relating to MTVA's approval rights set forth in Paragraph 4.1(b) below) or (c) any other event not within 4MCA's control (including without limitation and for illustration purposes only, (i) reasonably unforeseen delays in the delivery of any Equipment listed on SCHEDULE D or (ii) the reasonably unforeseen failure of the Landlord to act ---------- regarding the installation of certain equipment by the Landlord pursuant to the Lease or (iii) delays (which delays are reasonably unforeseen as of the date hereof, or thereafter are unforeseen in the exercise by 4MCA of all reasonable efforts) in the granting of appropriate required licenses and/or permits by the appropriate local authorities, so long as 4MCA has taken all necessary actions to obtain such required licenses and permits)), and the Premises Failure continues to exist as of May 15, 1995 (the "Penalty Date"), then 4MCA shall be in material breach of this Agreement and MTVA shall have the right, among other remedies available to it hereunder or at law or equity, to terminate this Agreement forthwith and MTVA shall have no obligation to 4MCA of any nature whatsoever (other than MTVA's pre-commencement payment obligations to 4MCA under Paragraph 1.10 hereunder, if applicable).

Failure to Satisfy. In the event that the Premises do Facility and/or 4MC does not satisfy the terms of subparagraphs ------------------ comply with subsections (a), (b) or (c) of Paragraph 1.7 above Section 5.1 above, and such failure to satisfy comply (a "Premises Facility Failure") exists on or after April 15December 1, 1995 1999 (for purposes of this Section 5.3, the "Liquidated Damages Date") (which shall not include a Premises Facility Failure that is directly caused by either (a) a Force Majeure Event event, or (b) TVN's request for modifications to the Basement Floor Plan, the Sixth Floor Space, the Equipment, the New Services and the staffing of such services, if and only if such modification delays the build-out and/or the staffing of the Facility or otherwise causes a delay, or (c) any unreasonable act or failure to act by MTVA (TVN which constitutes a violation of TVN's obligations under this Agreement, including without limitation and for illustration purposes only, a Premises Facility Failure relating caused by TVN's failure to MTVA's approval rights timely approve as set forth in Paragraph 4.1(b) below) Sections 6.2, 6.3, 6.4 and/or 8.2 below or (cd) any other event not within 4MCA4MC's control (including without limitation and for illustration purposes only, (i) reasonably unforeseen delays in the delivery of any Equipment listed on SCHEDULE D Exhibit "J" so long as 4MC has timely ordered all such Equipment and has taken all other necessary action to obtain timely delivery of such Equipment, or (ii) the reasonably unforeseen failure of the Landlord to act ---------- regarding the installation of certain equipment by the Landlord pursuant to the Lease or (iii) delays (which delays are reasonably unforeseen as of the date hereof, or thereafter are unforeseen in the exercise by 4MCA of all reasonable efforts) in the granting of appropriate required licenses licenses, approvals, and/or permits by the appropriate local authoritiesauthorities or third parties, so long as 4MCA 4MC has taken all necessary actions to obtain such required licenses licenses, approvals and permitspermits in a timely manner, or (iii) TVN's rejection of the "SeaChange System" (as hereinafter defined) and acceptance of an "Alternate Server System" (as hereinafter defined), or (iv) access to the Sixth Floor Space (as hereinafter defined) for construction is denied to 4MC by TVN on the date the Sublease is executed by TVN and 4MC)), then from and after the Premises Failure continues Liquidated Damages Date, the following sums shall be paid by 4MC to exist as of May 15, 1995 TVN for each day that the Facility is not in compliance with subsections (the "Penalty Date"a), then 4MCA shall be in material breach (b) and/or (c) of this Agreement and MTVA shall have the rightSection 5.1: Liquidated Damages Days of Delay Payment Amount ------------- -------------- 1st-10th day $ 2,500 per day 11th-15th day $ 5,000 per day 16th-20th day $10,000 per day 21st-25th day $15,000 per day Each day thereafter $20,000 per day. THE SUMS PAYABLE TO TVN AS SET FORTH ABOVE SHALL BE DEEMED LIQUIDATED DAMAGES FOR 4MC'S FAILURE TO TIMELY SATISFY ITS OBLIGATIONS UNDER SECTION 5.1, among other remedies available to it hereunder or at law or equity, to terminate this Agreement forthwith and MTVA shall have no obligation to 4MCA of any nature whatsoever (other than MTVA's pre-commencement payment obligations to 4MCA under Paragraph 1.10 hereunder, if applicable)THE PARTIES HAVING RECOGNIZED THAT IT WOULD BE EXTREMELY DIFFICULT TO FORECAST OR DETERMINE IN ADVANCE THE AMOUNT OF DAMAGE TVN WOULD INCUR AS A RESULT OF SUCH DELAY.