Common use of Specific Remedies Clause in Contracts

Specific Remedies. For purposes of Sections 8, 9 and 10 of this Restated Agreement, references to NSI shall include all current and future majority-owned subsidiaries of NSI and all current and future joint ventures in which NSI may from time to time be involved. It is understood by Rutenberg and NSI that the covenants contained in this Section 11 and in Sections 8, 9 and 10 hereof are essential elements of this Restated Agreement and that, but for the agreement of Rutenberg to comply with such covenants, NSI would not have agreed to enter into this Agreement. NSI and Rutenberg have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by NSI and the interests of NSI and its stockholders. Rutenberg agrees that the covenants of Sections 8, 9 and 10 are reasonable and valid. If Rutenberg commits a breach of any of the provisions of Sections 8, 9, or 10, such breach shall be deemed to be grounds for termination for Cause. In addition, Rutenberg acknowledges that NSI may have no adequate remedy at law if he violates any of the terms hereof. Rutenberg therefore understands and agrees that NSI shall have (i) the right to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to NSI and that money damages will not provide an adequate remedy to NSI, and (ii) the right to require Rutenberg to account for and pay over to NSI all compensation, profits, monies, accruals, increments and other benefits (collectively, the "Benefits") derived or received by Rutenberg as a result of any transaction constituting a breach of any of the provisions of Sections 8, 9 or 10 and Rutenberg hereby agrees to account for and pay over such Benefits to NSI.

Specific Remedies. For purposes of Sections 87, 8 and 9 and 10 of this Restated Agreement, references to NSI shall include all current and future majority-owned subsidiaries of NSI and all current and future joint ventures in which NSI may from time to time be involved. It is understood by Rutenberg the Employee and NSI that the covenants contained in this Section 11 10 and in Sections 7, 8, and 9 and 10 hereof are essential elements of this Restated Agreement and that, but for the agreement of Rutenberg the Employee to comply with such covenants, NSI would not have agreed to enter into this Agreement. NSI and Rutenberg the Employee have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by NSI and the interests of NSI and its stockholders. Rutenberg The Employee agrees that the covenants of Sections 7, 8, and 9 and 10 are reasonable and valid. If Rutenberg the Employee commits a breach of any of the provisions of Sections 7, 8, or 9, or 10, such breach shall be deemed to be grounds for termination for Cause. In addition, Rutenberg the Employee acknowledges that NSI may have no adequate remedy at law if he violates any of the terms hereof. Rutenberg The Employee therefore understands and agrees that NSI shall have (i) the right to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to NSI and that money damages will not provide an adequate remedy to NSI, and (ii) the right to require Rutenberg the Employee to account for and pay over to NSI all compensation, profits, monies, accruals, increments and other benefits (collectively, the "Benefits") derived or received by Rutenberg the Employee as a result of any transaction constituting a willful breach of any of the provisions of Sections 7, 8, or 9 or 10 and Rutenberg the Employee hereby agrees to account for and pay over such Benefits to NSI.

Specific Remedies. For purposes of Sections 87, 8 and 9 and 10 of this Restated Agreement, references to NSI shall include all current and future majority-owned subsidiaries of NSI and all current and future joint ventures in which NSI may from time to time be involved. It is understood by Rutenberg the Employee and NSI that the covenants contained in this Section 11 10 and in Sections 7, 8, and 9 and 10 hereof are essential elements of this Restated Agreement and that, but for the agreement of Rutenberg the Employee to comply with such covenants, NSI would not have agreed to enter into this Agreement. NSI and Rutenberg the Employee have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by NSI and the interests of NSI and its stockholders. Rutenberg The Employee agrees that the covenants of Sections 7, 8, and 9 and 10 are reasonable and valid. If Rutenberg the Employee commits a breach of any of the provisions of Sections 7, 8, or 9, or 10, such breach shall be deemed to be grounds for termination for Cause. In addition, Rutenberg the Employee acknowledges that NSI may have no adequate remedy at law if he violates any of the terms hereof. Rutenberg The Employee therefore understands and agrees that NSI shall have have: (i) the right to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to NSI and that money damages will not provide an adequate remedy to NSI, and (ii) the right to require Rutenberg the Employee to account for and pay over to NSI all compensation, profits, monies, accruals, increments and other benefits (collectively, the "Benefits") derived or received by Rutenberg the Employee as a result of any transaction constituting a willful breach of any of the provisions of Sections 7, 8, or 9 or 10 and Rutenberg the Employee hereby agrees to account for and pay over such Benefits to NSI.

Specific Remedies. For purposes Upon a Default by the Company, MGM shall have the following remedies: (a) Notwithstanding any provision to the contrary contained herein, if the Event of Sections 8Default that occurred is one pursuant to Section 13.01(a), 9 and 10 (b), (g) or (h) (collectively, a “Monetary Default”), then, subject to the terms of this Restated AgreementSection 13.03(a), references to NSI MGM shall include all current and future majority-owned subsidiaries of NSI have any and all current rights and future joint ventures remedies provided to MGM at law or in which NSI equity or otherwise. Upon the occurrence of a Monetary Default, interest on the sums not paid shall be calculated at the Default Rate until either MGM is paid in full or the Monetary Default is cured. The Company shall have a period of six (6) months from the occurrence of a Monetary Default (“Monetary Default Cure Period”) to cure the Monetary Default (and MGM shall not exercise any of its rights or remedies hereunder, including acceleration), provided, however, MGM may from extend the Monetary Default Cure Period at its discretion. During the Monetary Default Cure Period, MGM shall provide reasonable assistance to the Company with any negotiations or discussions that Company shall have with any then existing Senior Lenders. At any time during the Monetary Default Cure Period, any then existing Senior Lender shall have the right to time be involvedcure on behalf of the Company. It Following the Monetary Default Cure Period, MGM may, with respect to a Monetary Default, by notice to the Company, declare the Convertible Note to be, and the Convertible Note shall thereon become immediately due and payable. Moreover, following the Monetary Default Cure Period, if any Monetary Default has occurred and is understood continuing, and irrespective of whether any Convertible Note has been declared immediately due and payable hereunder, MGM may proceed to protect and enforce its rights by Rutenberg and NSI that the covenants contained an action at law, suit in this Section 11 and in Sections 8equity or other appropriate proceeding, 9 and 10 hereof are essential elements of this Restated Agreement and that, but whether for the specific performance of any agreement of Rutenberg to comply with such covenantscontained herein or in any Convertible Note, NSI would not have agreed to enter into this Agreement. NSI and Rutenberg have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by NSI and the interests of NSI and its stockholders. Rutenberg agrees that the covenants of Sections 8, 9 and 10 are reasonable and valid. If Rutenberg commits or for an injunction against a breach violation of any of the provisions of Sections 8, 9terms hereof or thereof, or 10, such breach shall be deemed to be grounds for termination for Cause. In addition, Rutenberg acknowledges that NSI may have no adequate remedy at law if he violates any in aid of the terms hereofexercise of any power granted hereby or thereby or by Law or otherwise. Rutenberg therefore understands and agrees (b) If the Event of Default that NSI shall have occurred, is one pursuant to Section 13.01(c), (d), (i), or (j) the right to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to NSI and that money damages will not provide an adequate remedy to NSI, and (ii) the right to require Rutenberg to account for and pay over to NSI all compensation, profits, monies, accruals, increments and other benefits (collectively, “Non-Monetary Default”), then, subject to any cure period specified in such subsection above, MGM shall have any and all rights and remedies provided to MGM at law or in equity, provided, however, if the "Benefits"Company is diligently pursuing a cure and such cure cannot be completed in the respective cure period, if any, then such cure period, if any, shall be extended by such time as it takes to cure the Non-Monetary Default (not to exceed a thirty (30) derived day extension). Upon the occurrence of a Non-Monetary Default, interest on the sums not paid shall be calculated at the Default Rate until either MGM is paid in full or received by Rutenberg as a result the Non-Monetary Default is cured. If an Event of any transaction constituting a breach of any of the provisions of Sections 8Default that occurred is one pursuant to Section 13.01(e) or (f), 9 or 10 and Rutenberg hereby agrees to account for and pay over such Benefits to NSI.31

Specific Remedies. For purposes of Sections 8, 9 and 10 of this Restated Agreement, references to NSI i3 Mobile shall include all current and future majority-owned subsidiaries of NSI i3 Mobile and all current and future joint ventures in which NSI may from time to time be involvedi3 Mobile shall have a significant ownership or operational interest. It is understood by Rutenberg Lack and NSI i3 Mobile that the covenants contained in this Section 11 and in Sections 8, 9 and 10 hereof are essential elements of this Restated Agreement and that, but for the agreement of Rutenberg Lack to comply with such covenants, NSI i3 Mobile would not have agreed to enter into this Agreement. NSI i3 Mobile and Rutenberg Lack have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by NSI i3 Mobile and the all interests of NSI and its stockholdersi3 Mobile. Rutenberg Lack agrees that the covenants of Sections 8, 9 and or 10 hereof are reasonable and valid. If Rutenberg Lack commits a breach of any of the provisions of Sections 8, 9, 9 or 1010 hereof, such breach shall be deemed to be grounds for termination for Cause. In addition, Rutenberg Lack acknowledges that NSI i3 Mobile may have no adequate remedy at law if he violates any of the terms hereof. Rutenberg Lack therefore understands and agrees that NSI i3 Mobile shall have (i) the right to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to NSI i3 Mobile and that money damages will not provide an adequate remedy to NSIi3 Mobile, and (ii) the right to require Rutenberg Lack to account for and pay over to NSI i3 Mobile all compensation, profits, monies, accruals, increments and other benefits (collectively, the collectively "Benefits") derived or received by Rutenberg Lack as a result of any transaction constituting a breach of any of the provisions of Sections 8, 9 or 10 and Rutenberg Lack hereby agrees to account for and pay over such Benefits to NSIi3 Mobile.

Specific Remedies. For purposes of Sections 8, 9 and 10 of this Restated Agreement, references to NSI III shall include all current and future majority-owned subsidiaries of NSI III and all current and future joint ventures in which NSI III may from time to time be involved. It is understood by Rutenberg Unnold and NSI III that the covenants contained in this Section 11 and in Sections 8, 9 and 10 hereof are essential elements of this Restated Agreement and that, but for the agreement of Rutenberg Unnold to comply with such covenants, NSI III would not have agreed to enter into this Agreement. NSI III and Rutenberg Unnold have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by NSI III and the all interests of NSI and its stockholdersIII. Rutenberg Unnold agrees that the covenants of Sections 8, 9 and or 10 hereof are reasonable and valid. If Rutenberg Unnold commits a breach of any of the provisions of Sections 8, 9, 9 or 1010 hereof, such breach shall be deemed to be grounds for termination for Cause. In addition, Rutenberg Unnold acknowledges that NSI III may have no adequate remedy at law if he violates any of the terms hereof. Rutenberg Unnold therefore understands and agrees that NSI III shall have (i) the right to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to NSI III and that money damages will not provide an adequate remedy to NSIIII, and (ii) the right to require Rutenberg Unnold to account for and pay over to NSI III all compensation, profits, monies, accruals, increments and other benefits (collectively, the collectively "Benefits") derived or received by Rutenberg Unnold as a result of any transaction constituting a breach of any of the provisions of Sections 8, 9 or 10 and Rutenberg Unnold hereby agrees to account for and pay over such Benefits to NSIIII.

Specific Remedies. For purposes of Sections 8, 9 and 10 of this Restated Agreement, references to NSI shall include all current and future majority-owned subsidiaries of NSI and all current and future joint ventures in which NSI may from time to time be involved. It is understood by Rutenberg the Executive and NSI Xxxxxx that the covenants contained in this Section 11 10 and in Sections 87, 8 and 9 and 10 hereof are essential elements of this Restated Agreement and that, but for the agreement of Rutenberg the Executive to comply with such covenants, NSI Xxxxxx would not have agreed to enter into this Agreement. NSI and Rutenberg have independently consulted with their respective counsel and have been advised concerning If the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by NSI and the interests of NSI and its stockholders. Rutenberg agrees that the covenants of Sections 8, 9 and 10 are reasonable and valid. If Rutenberg Executive commits a material breach of any of the provisions of Sections 87, 98 or 9 hereof, which is not cured or 10rectified within the time periods set forth in Section 5(a) above, such breach shall be deemed to be grounds for termination for Cause. In addition, Rutenberg the Executive acknowledges that NSI Xxxxxx may have no adequate remedy at law if he violates any of the terms hereofthereof. Rutenberg The Executive therefore understands and agrees that NSI Xxxxxx shall have (i) have, without prejudice as to any other remedies, the right upon application to have such provisions specifically enforced by any court having equity jurisdictionof proper jurisdiction and without posting of any bond or other security whatsoever, to a temporary restraining order, preliminary injunction, injunction, specific performance or other equitable relief, it being acknowledged and agreed that any such breach will cause irreparable injury to NSI Xxxxxx and that money damages will not provide an adequate remedy to NSI, and (ii) the right to require Rutenberg to account for and pay over to NSI all compensation, profits, monies, accruals, increments and other benefits (collectively, the "Benefits") derived or received by Rutenberg as a result of Xxxxxx. If any transaction constituting a breach of any of the provisions of Sections 87, 8 or 9 relating to the time period, scope of activities or 10 geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, the maximum time period, scope of activities or geographic area, as the case may be, shall be reduced to the maximum which such court deems enforceable. If any provisions of Sections 7, 8 or 9 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and Rutenberg hereby agrees to account for effectuate as nearly as possible the original intentions and pay over such Benefits to NSIagreement of the parties.

Specific Remedies. For purposes of Sections 8, 9 and 10 of this Restated Agreement, references to NSI III shall include all current and future majority-owned subsidiaries of NSI III and all current and future joint ventures in which NSI III may from time to time be involved. It is understood by Rutenberg and NSI Maloxxx xxx III that the covenants contained in this Section 11 and in Sections 8, 9 and 10 hereof are essential elements of this Restated Agreement and that, but for the agreement of Rutenberg to Maloxxx xx comply with such covenants, NSI III would not have agreed to enter into this Agreement. NSI III and Rutenberg have Maloxxx xxxe independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by NSI III and the all interests of NSI and its stockholdersIII. Rutenberg agrees Maloxxx xxxees that the covenants of Sections 8, 9 and or 10 hereof are reasonable and valid. If Rutenberg commits Maloxxx xxxmits a breach of any of the provisions of Sections 8, 9, 9 or 1010 hereof, such breach shall be deemed to be grounds for termination for Cause. In addition, Rutenberg acknowledges Maloxxx xxxnowledges that NSI III may have no adequate remedy at law if he violates any of the terms hereof. Rutenberg therefore Maloxxx xxxrefore understands and agrees that NSI III shall have (i) the right to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to NSI III and that money damages will not provide an adequate remedy to NSIIII, and (ii) the right to require Rutenberg to Maloxxx xx account for and pay over to NSI III all compensation, profits, monies, accruals, increments and other benefits (collectively, the collectively "Benefits") derived or received by Rutenberg as Maloxxx xx a result of any transaction constituting a breach of any of the provisions of Sections 8, 9 or 10 and Rutenberg hereby Maloxxx xxxeby agrees to account for and pay over such Benefits to NSIIII.