Common use of Failure to Satisfy Clause in Contracts

Failure to Satisfy. In the event that the Facility and/or 4MC does not ------------------ comply with subsections (a), (b) or (c) of Section 5.1 above, and such failure to comply (a "Facility Failure") exists on or after December 1, 1999 (for purposes of this Section 5.3, the "Liquidated Damages Date") (which shall not include a Facility Failure that is directly caused by either (a) a Force Majeure 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 TVN which constitutes a violation of TVN's obligations under this Agreement, including without limitation and for illustration purposes only, a Facility Failure caused by TVN's failure to timely approve as set forth in Sections 6.2, 6.3, 6.4 and/or 8.2 below or (d) any other event not within 4MC's control (including without limitation and for illustration purposes only, (i) delays in the delivery of any Equipment listed on 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) delays in the granting of appropriate required licenses, approvals, and/or permits by the appropriate authorities or third parties, so long as 4MC has taken all necessary actions to obtain such required licenses, approvals and permits 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 Liquidated Damages Date, the following sums shall be paid by 4MC to TVN for each day that the Facility is not in compliance with subsections (a), (b) and/or (c) of Section 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, 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.

Failure to Satisfy. In the event that the Facility and/or 4MC does Premises do not ------------------ comply with subsections satisfy the terms of subparagraphs (a), (b) or (c) of Section 5.1 above, Paragraph 1.7 above and such failure to comply satisfy (a "Facility Premises Failure") exists on or after December 1April 15, 1999 (for purposes of this Section 5.3, the "Liquidated Damages Date") 1995 (which shall not include a Facility Premises 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 TVN which constitutes a violation of TVN's obligations under this Agreement, MTVA (including without limitation and for illustration purposes only, a Facility Premises Failure caused by TVNrelating to MTVA's failure to timely approve as approval rights set forth in Sections 6.2, 6.3, 6.4 and/or 8.2 below Paragraph 4.1(b) below) or (dc) any other event not within 4MC4MCA's control (including without limitation and for illustration purposes only, (i) reasonably unforeseen delays in the delivery of any Equipment listed on 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, 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, approvals, licenses and/or permits by the appropriate authorities or third partieslocal authorities, so long as 4MC 4MCA has taken all necessary actions to obtain such required licenses, approvals licenses and permits 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 4MCpermits)), and the Premises Failure continues to exist as of May 15, 1995 (the "Penalty Date"), then from and after the Liquidated Damages Date, the following sums 4MCA shall be paid by 4MC in material breach of this Agreement and MTVA shall have the right, among other remedies available to TVN for each day that the Facility is not in compliance with subsections it hereunder or at law or equity, to terminate this Agreement forthwith and MTVA shall have no obligation to 4MCA of any nature whatsoever (aother than MTVA's pre-commencement payment obligations to 4MCA under Paragraph 1.10 hereunder, if applicable), (b) and/or (c) of Section 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, 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.