Special Remedy. In the event the Primary Lease shall be terminated for any reason whatsoever, in addition to all other remedies available to Bank under the Loan Documents, Borrower shall, within twenty (20) days of receiving notice from Bank, execute a Mortgage securing the Note with respect to such SLF for which the Primary Lease has terminated unless Borrower has provided the Lender a new Primary Lease upon substantially similar terms as exist at the time of making the Loan for such SLF and meeting the requirements of this Master Loan Agreement (hereinafter a "Qualified Lease"), in the reasonable judgment of Bank. Such Mortgage shall be upon terms as set forth in Exhibit "A" attached hereto. In the event Borrower fails or refuses to execute said Mortgage(s), Borrower does hereby irrevocably appoint and grant to the Bank power of attorney for Borrower to act for Borrower in regard to the Bank's request including the right to execute any such Mortgage(s) and documents relating thereto, to record the same upon the public records and to do all things necessary to create a first mortgage lien upon said SLF(s). Borrower shall be responsible for all cost and expenses related to such Mortgage(s) including but not limited to recording, documentary, or other taxes, and a mortgage title insurance policy insuring Bank's mortgage. Bank agrees to release the lien created by any Mortgage made pursuant to this Section 8.4 if Borrower is not in Default and Borrower has or subsequently obtains a Qualified Lease.
Special Remedy. I recognize that the Confidential Information to be protected by this Agreement is special, unique and extraordinary in character, and that in the event of any breach by me of any of the terms or conditions of this Agreement, the Company shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages from me for any such breach or to enforce the specific performance of this Agreement by me. I further acknowledge that a breach of my obligations under this Agreement could cause the Company irreparable harm for which no adequate remedy at law would be available, and that the Company in such circumstances would be entitled to injunctive relief preventing or enjoining any breach of my obligations, without the need to post any bond. I specifically consent to the jurisdiction of the United States District Court for the District of Connecticut, or if that court is unable to exercise jurisdiction for any reason, to the Superior Court of Connecticut, the New Haven Judicial Branch, for this purpose and irrevocably waive any objection I now have or hereafter may have as to the venue of any such action brought under this Section.
Special Remedy. The restrictions in Sections 5 and 7 of this Agreement shall survive the termination of this Agreement and are necessary for the protection of the Company’s business and goodwill. Consultant acknowledges that the restrictions are reasonable and that any breach or threatened breach of Section 5 or 7 of this Agreement will cause the Company substantial and irreparable damage. Accordingly, in the event of any breach or threatened breach of Section 5 or 7 of this Agreement, in addition to any other remedies that may be available by contract or at law, the Company shall have the right to seek specific performance by Consultant and to seek temporary, preliminary and permanent relief enjoining Consultant from any breach or threatened breach, without the posting of any bond or other similar measures.
Special Remedy. Upon (i) the occurrence of an Event of Default due to any Obligor's failure to observe or perform any of the covenants in Sections 4.20, 4.21, 4.22, 5.18, 5.19 or 5.20, or (ii) the occurrence of an Event of Default, other than the Events of Default listed in (i) above, which continues for thirty days after written notice of such Event of Default is given by Lender to the Borrower, Lender shall have the right to call a special meeting of the stockholders of the Borrower and to determine the matters to be brought before the stockholders at such meeting. Upon the exercise of such right, Borrower and the Borrower's Board of Directors shall do any and all acts necessary to call the stockholder meeting as soon as possible under Borrower's bylaws.
Special Remedy. If Seller terminates this Agreement for any reason other than pursuant to Sections 10.4(b), (c), (d) or (e), and provided that Purchaser is not in material breach of this Agreement, Purchaser shall be relieved from all further obligations hereunder and shall be entitled to recover from Seller an amount equal to $500,000.00 as liquidated damages. The parties hereto acknowledge and agree that Purchaser has incurred and will incur substantial expenses in connection with the proposed transaction as well as costs related to foregone opportunities, and that it would be impracticable or extremely difficult to fix the actual damages incurred by Purchaser resulting from such a termination and, therefore, the parties have agreed upon the foregoing payment as liquidated damages, which shall not be deemed to be in the nature of a penalty. The parties agree that the amount identified in this Section 10.6 as liquidated damages has been agreed upon by Seller and Purchaser after due deliberation and discussion, and constitutes a reasonable amount and a good faith estimate of the damages Purchaser would be entitled to pursuant to this Agreement in the event of such a termination.
Special Remedy. The following is hereby added as Section 10 to the Note:
Special Remedy. In the event that Obligor fails to make the scheduled payment set forth under Section 2.b) above on the stated due date and such failure continues for a period of two (2) days, then notwithstanding any other provisions of the Note, the Amendment, or any other the Stock Purchase Document, Obligor shall immediately pay to Holder the amount required such that Holder has a minimum of $500,000 cash immediately available in Holder’s corporate bank account (the “Special Remedy”). Any such Special Remedy payments made by Obligor to Holder under this Section 10 shall be considered payments pursuant to the Note. Any failure by Obligor to make any Special Remedy payment shall be considered a material breach and Event of Default under the Note (as amended), the Stock Purchase Agreement (as amended) and the Pledge (as amended). The obligations and rights under this Section 10 shall be full recourse against Obligor notwithstanding Section 7 hereof or Section 11 of the Pledge, as amended, and shall not preclude any party from asserting any other right, or seeking any other remedies against the other party.
Special Remedy. In the event the grant by the City to RCM of exclusive rights to vend and to advertise pursuant to Section 17.1 of the Arena Lease and/or the exclusive right to use City Property outside the Entertainment Complex pursuant to the Entertainment Complex Lease, is successfully challenged, and should any third party successfully assert the right to vend, advertise or use such City Property, then such events shall not result in any City default, but (a) the City shall use Reasonable Efforts to charge such third party rent or fees equal to the rent or fees which RCM would have charged; and (b) the City shall pay all such rent or fees.
Special Remedy. Notwithstanding any other provision herein to the contrary, if an Event of Default under Section 19.1(f) shall have occurred and is continuing, then MSN may, in lieu of exercising its right to terminate this Amended Agreement pursuant to Section 19.2.3 hereof, (a) suspend (without penalty) all further MSN liabilities (without accrual of any MSN liabilities during such suspension period) until satisfied that the USB-CPE are in full commercial production and are being supplied to MSN in accordance with this Amended Agreement or (b) purchase from StarBand (and StarBand will be entitled to purchase from Gilat) non-USB CPE at the same price as applicable to the USB-CPE (and all PC Subsidies granted by MSN will be credited against MSN's Minimum Commitment).
Special Remedy. If Landlord is entitled to seek and recover the Special Remedy, Landlord as such "Special Remedy" may: (a) collect and receive the then existing balance remaining under the letter of credit established pursuant to Section 5.2 of the Lease (which original balance of $250,000 shall be deemed reduced for purposes of this section by $1,365.83 for each payment of $3,032.50 of Additional Rent which has been made by Tenant commencing on the 25th month of the Lease); (b) recover all sums due to Landlord for rent or other charges or sums required to be paid by Tenant under the terms of the Lease through the Noticed Termination Date except for the unpaid Deferred Rent; and (c) recover the interest portion of any unpaid regularly scheduled payment of Additional Rent accrued through the Noticed Termination Date (but not including any acceleration of any rents, including the Additional Rent, beyond the amount of the unpaid scheduled Additional Rent payments accrued through the Noticed Termination Date).
