TO IT BY
OPERATION OF LAW, WITH RESPECT TO ANY BREACH OF THIS AGREEMENT BY LICENSEE,
INCLUDING, WITHOUT LIMITATION THE RIGHT TO RECOVER DAMAGES WITH RESPECT TO ANY
BREACH OF THIS AGREEMENT AND THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE
RELIEF WITH RESPECT TO ANY UNLAWFUL OR UNAUTHORIZED USE OF THE NETWORK PROGRAMS
OR THE MARKS.
7
9.
ADDITIONAL REMEDIES.
9.1.
LICENSEE AGREES THAT LICENSEE'S OBLIGATIONS HEREUNDER ARE OF A
SPECIAL, UNIQUE, UNUSUAL AND EXTRAORDINARY CHARACTER WHICH GIVE THEM A PECULIAR
VALUE SUCH THAT LICENSEE'S FAILURE TO COMPLY WITH SUCH OBLIGATIONS CANNOT BE
REASONABLY OR ADEQUATELY COMPENSATED BY DAMAGES IN AN ACTION AT LAW, AND THAT A
BREACH OF LICENSEE'S OBLIGATIONS HEREUNDER WILL CAUSE UPN TO SUFFER IRREPARABLE
INJURY AND DAMAGE.
LICENSEE HEREBY EXPRESSLY AGREES THAT UPN WILL BE ENTITLED
TO INJUNCTIVE OR EQUITABLE RELIEF, INCLUDING, WITHOUT LIMITATION, SPECIFIC
PERFORMANCE, TO PREVENT OR CURE ANY BREACH OR THREATENED BREACH OF LICENSEE'S
OBLIGATIONS HEREUNDER.
UPN'S RESORT TO INJUNCTIVE OR EQUITABLE RELIEF, HOWEVER,
WILL NOT BE CONSTRUED AS A WAIVER OF ANY OTHER RIGHTS WHICH UPN MAY HAVE AGAINST
LICENSEE FOR DAMAGES OR OTHERWISE.
9.2.
A WAIVER BY EITHER PARTY OF ANY BREACH OF THIS AGREEMENT SHALL NOT
BE DEEMED A WAIVER OF ANY PRIOR OR SUBSEQUENT BREACH HEREOF.
NO WAIVER SHALL BE
EFFECTIVE UNLESS IN WRITING.
THE EXERCISE OF ANY RIGHT WILL NOT BE DEEMED A
WAIVER OF ANY OTHER RIGHT OR OF ANY DEFAULT OF THE OTHER PARTY.
ALL REMEDIES OF
EITHER PARTY SHALL BE DEEMED CUMULATIVE AND THE PURSUIT OF ANY ONE REMEDY SHALL
NOT BE DEEMED A WAIVER OF ANY OTHER REMEDY.
EXCEPT WHERE OTHERWISE SPECIFICALLY
NOTED, ALL REFERENCES IN THIS AGREEMENT TO "DAMAGES" SHALL MEAN ALL RECOVERABLE
DAMAGES TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, INCLUDING, WITHOUT
LIMITATION, CONSEQUENTIAL DAMAGES, STATUTORY DAMAGES AND PUNITIVE DAMAGES.
10.
NOTICE OF INTENT TO SELL AVAILABLE ASSETS.
If at any time during the License Term Licensee intends to sell, transfer or
assign any or all of its rights in and to the Station, the assets comprising the
Station or the license for the Station (collectively the "Available Assets"),
prior to selling, assigning or transferring any of the Available Assets to a
third party, Licensee shall notify UPN in writing to such effect prior to
offering the Available Assets to any third party.
11.
ASSIGNMENT.
11.1.
UPN MAY ASSIGN THIS AGREEMENT TO (1) ANY ENTITY AFFILIATED WITH
UPN, INCLUDING, WITHOUT LIMITATION, ANY ENTITY WHICH IS A PARTNER IN UPN, (II)
ANY ENTITY AFFILIATED WITH ANY PARTNER IN UPN, OR (III) ANY ENTITY ACQUIRING
ALL, OR SUBSTANTIALLY ALL, OF THE ASSETS OR BUSINESS OF UPN.
THEREAFTER, SUCH
ASSIGNEE MAY ASSIGN THIS AGREEMENT TO ANY OTHER ENTITY AFFILIATED WITH SUCH
ASSIGNEE.
ANY SUCH ASSIGNMENT SHALL RELEASE THE ASSIGNOR FROM ITS OBLIGATIONS
HEREUNDER AND SUBSTITUTE THE ASSIGNEE THEREFOR.
11.2.
LICENSEE MAY NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS HEREUNDER,
EITHER IN WHOLE OR IN PART, VOLUNTARILY OR BY OPERATION OF LAW, WITHOUT UPN'S
PRIOR WRITTEN CONSENT.
ANY ASSIGNMENT PERMITTED BY UPN HEREUNDER SHALL