Common use of Disagreement as to Material Breach Clause in Contracts

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach, then, subject to Section 15.1: (A) the Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within thirty (30) days following such notice of alleged Material Breach for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within ten (10) Business Days following referral of such matter, whether or not a Material Breach has occurred pursuant to this Section 14.2(a); (B) the relevant Cure Period with respect thereto will be tolled from the date the breaching Party notifies the non-breaching Party of such dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement (provided, that if such dispute relates to payment, the Cure Period will only be tolled with respect to payment of disputed amounts, and not with respect to undisputed amounts), (C) it is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder and (D) if it is finally and conclusively determined in accordance with Section 15.2 that the breaching Party committed such Material Breach, then the breaching Party shall have the right to cure such Material Breach after such determination within the Cure Period (provided, that if such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty (30) days and any cure within such thirty (30) day period must fully cure such breach prior to the end of such thirty (30) day period).

Disagreement as to Material Breach. If Notwithstanding Section 19.2.1(a) (Material Breach), if the Parties reasonably and in good faith disagree as to whether there has been a Material Breachmaterial breach of this Agreement or a cure of any such breach, then, subject to Section 15.1: (Ai) the Party that disputes that whether there has been a Material Breach material breach or cure may contest the allegation by referring such matter, within thirty (30) days the applicable Cure Period in the event of a Dispute regarding whether there has been a material breach or within [*] following the expiration of the appliable Cure Period in the event of a Dispute regarding whether there has been a cure of any such notice of alleged Material Breach breach, for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within ten in accordance with Section 20.6 (10) Business Days following referral Choice of such matter, whether or not a Material Breach has occurred pursuant to this Section 14.2(aLaw; Dispute Resolution; Jurisdiction); (Bii) if a Party disputes such material breach or cure as described in clause (i) above, then the relevant Cure Period with respect thereto and the Parties’ rights to terminate this Agreement will be tolled from the date on which the breaching Party that disputes the existence of such material breach or cure notifies the non-breaching other Party of such dispute and Dispute through the final resolution of such dispute Dispute in accordance with Section 20.6 (Choice of Law; Dispute Resolution; Jurisdiction) (or, if earlier, until abandonment of the applicable provisions Dispute by the disputing Party); and (iii) subject to the foregoing (including tolling of the Parties’ rights to terminate this Agreement Agreement) and Section 19.4 (provided, that if such dispute relates to payment, the Cure Period will only be tolled with respect to payment of disputed amounts, and not with respect to undisputed amountsSurviving Provisions), (C) it is understood and agreed that during the pendency of such disputeDispute, all of the other terms and conditions of this Agreement shall and the Ancillary Agreements will remain in effect and the Parties shall will continue to perform all of their respective obligations hereunder and (D) if it is finally and conclusively determined in accordance with Section 15.2 that the breaching Party committed such Material Breach, then the breaching Party shall have the right to cure such Material Breach after such determination within the Cure Period (provided, that if such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty (30) days and any cure within such thirty (30) day period must fully cure such breach prior to the end of such thirty (30) day period)thereunder.

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach, then, subject to Section 15.1: (A) the Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within thirty (30) days following such notice of alleged Material Breach for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within ten (10) Business Days following referral of such matter, whether or not a Material Breach has occurred pursuant to this Section 14.2(a14.2(b); (B) the relevant Cure Period with respect thereto will be tolled from the date the breaching Party notifies the non-breaching Party of such dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement (provided, that if such dispute relates to payment, the Cure Period will only be tolled with respect to payment of disputed amounts, and not with respect to undisputed amounts), (C) it is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder and (D) if it is finally and conclusively determined in accordance with Section 15.2 that the breaching Party committed such Material Breach, then the breaching Party shall have the right to cure such Material Breach after such determination within the Cure Period (provided, that if such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty (30) days and any cure within such thirty (30) day period must fully cure such breach prior to the end of such thirty (30) day period).

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach, then, subject to Section 15.1: (A) the Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within thirty (30) days following such notice of alleged Material Breach for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within ten (10) Business Days following referral of such matter, whether or not a Material Breach has occurred pursuant to this Section 14.2(a14.3(b); (B) the relevant Cure Period with respect thereto will be tolled from the date the breaching Party notifies the non-breaching Party of such dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement (provided, that if such dispute relates to payment, the Cure Period will only be tolled with respect to payment of disputed amounts, and not with respect to undisputed amounts), (C) it is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder and (D) if it is finally and conclusively determined in accordance with Section 15.2 that the breaching Party committed such Material Breach, then the breaching Party shall have the right to cure such Material Breach after such determination within the Cure Period (provided, that if such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty (30) days and any cure within such thirty (30) day period must fully cure such breach prior to the end of such thirty (30) day period).

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach, then, subject to Section 15.1: (A) the Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within thirty (30) days following such notice of alleged Material Breach for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within ten (10) Business Days following referral of such matter, whether or not a Material Breach has occurred pursuant to this Section 14.2(a14.3(b); (B) the relevant Cure Period with respect thereto will be tolled from the date the breaching Party notifies the non-breaching Party of such dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement (providedprovided that, that if such dispute relates to payment, the Cure Period will only be tolled with respect to payment of disputed amounts, and not with respect to undisputed amounts), (C) it is understood and agreed that that, during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder and (D) if it is finally and conclusively determined in accordance with Section 15.2 that the breaching Party committed such Material Breach, then the breaching Party shall have the right to cure such Material Breach after such determination within the Cure Period (provided, that if such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty (30) days and any cure within such thirty (30) day period must fully cure such breach prior to the end of such thirty (30) day period).

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material BreachBreach pursuant to either Section 11.2.1(a) or 11.2.1(b), then, then subject to Section 15.112.7: (Aa) the Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within thirty (30) days [***] following such notice of alleged Material Breach for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within ten (10) Business Days [***] following referral of such matter, whether or not a Material Breach has occurred pursuant to this Section 14.2(a11.2.1(a) or 11.2.1(b), as applicable; (Bb) the relevant Cure Period with respect thereto will be tolled from the date the breaching Party notifies the non-breaching Party of such dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement (provided, that if such dispute relates to payment, the Cure Period will only be tolled apply with respect to payment of disputed amounts, and not with respect to undisputed amounts), (Cc) it is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder hereunder) and (Dd) if it is finally and conclusively determined in accordance with Section 15.2 that the breaching Party committed CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. such Material Breach, then the breaching Party shall have the right to cure such Material Breach after such determination within the Cure Period (provided, that if such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty (30) days and any cure within such thirty (30) day period must fully cure such breach prior to the end of such thirty (30) day period)Period.

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breachmaterial breach pursuant to Section 13.2, then, subject to Section 15.1: (Aa) the Party that disputes that there has been a Material Breach material breach may contest the allegation by referring such matter, within thirty (30) days [...***...] following such notice of alleged Material Breach material breach, for resolution to the Executive Officers, who shall will meet promptly to discuss the matter, matter and determine, within ten (10) Business Days [...***...] following referral of such matter, whether or not a Material Breach material breach has occurred pursuant to this Section 14.2(a)13.2; provided that if the Executive Officers are unable to resolve such dispute within such [...***...] period after it is referred to them, the matter will be resolved as provided in Section 14.7; (Bb) the relevant Cure Period with respect thereto will be tolled from the date the breaching * Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. 80 Party notifies the non-breaching Party of such dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement Agreement; (providedc) subject to Section 13.7, that if such dispute relates to payment, the Cure Period will only be tolled with respect to payment of disputed amounts, and not with respect to undisputed amounts), (C) it is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall will remain in effect and the Parties shall will continue to perform all of their respective obligations hereunder hereunder; and (Dd) if it is finally and conclusively ultimately determined in accordance with Section 15.2 that the breaching Party committed such Material Breachmaterial breach, then the breaching Party shall will have the right to cure such Material Breach material breach after such determination within the Cure Period (provided, that if such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty (30) days and any cure within such thirty (30) day period must fully cure such breach prior to which will commence as of the end date of such thirty (30) day period)determination.

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach, then, subject to Section 15.1: (A) the Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within thirty (30) days following such notice of alleged Material Breach for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within ten (10) Business Days following referral of such matter, whether or not a Material Breach has occurred pursuant to this Section 14.2(a14.3(b); (B) the relevant Cure Period with respect thereto will be tolled from the date the breaching Party notifies the non-breaching Party of such dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement (provided, that if such dispute relates to payment, the Cure Period will only be tolled with respect to payment of disputed amounts, and not with respect to undisputed amounts), (C) it is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder and (D) if it is finally and conclusively determined in accordance with Section 15.2 that the breaching Party committed such Material Breach, then the breaching Party shall have the right to cure such Material Breach after such determination within the Cure Period (provided, that if such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty ninety (3090) days and any cure within such thirty (30) day period must fully cure such breach prior to the end of such thirty (30) day perioddays).

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breachmaterial breach of this Agreement, then, subject to Section 15.1: (A) the Party that disputes that there has been a Material Breach material breach may contest the allegation by referring such matter, within thirty (30) days [***] following such notice of alleged Material Breach material breach, for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within ten (10) Business Days [***] following referral of such matter, whether or not there has been a Material Breach has occurred pursuant to material breach of this Section 14.2(a)Agreement; (B) the relevant Cure Period with respect thereto will be tolled from the date the [***] = Certain Confidential Information Omitted allegedly breaching Party notifies the non-breaching other Party of such dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement (providedexcept that, that if such dispute relates to payment, the Cure Period will only be tolled with respect to payment of disputed amounts, and not with respect to undisputed amounts), ; (C) it is understood and agreed that that, during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder hereunder; and (D) if it is finally and conclusively determined in accordance with Section 15.2 that the allegedly breaching Party committed such Material Breachmaterial breach, then the breaching Party shall have the right to cure such Material Breach material breach after such determination within the Cure Period (provided, that if or any other cure period established in such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty (30) days and any cure within such thirty (30) day period must fully cure such breach prior to the end of such thirty (30) day periodproceeding).

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach, then, subject Breach pursuant to Section 15.114.3(b) then: (A) the Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within thirty (30) days following such notice of alleged Material Breach [**] for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within ten (10) Business Days [**] following referral of such matter, whether or not a Material Breach has occurred pursuant to this Section 14.2(a14.3(b); (B) the relevant Cure Period with respect thereto will be tolled from the date the breaching Party notifies the non-breaching Party of such dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement (provided, that if such dispute relates to payment, the Cure Period will only be tolled apply with respect to payment of disputed amounts, and not with respect to undisputed amounts), (C) it is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder hereunder) and (D) if it is finally and conclusively determined in accordance with Section 15.2 that the breaching Party committed such Material Breach, then the breaching Party shall have the right to cure such Material Breach after such determination within the Cure Period (provided, that if such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty (30) days [**] and any cure within such thirty (30) day [**] period must fully cure such breach prior to the end of such thirty (30) day [**] period).

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material BreachBreach pursuant to either subsections (a) or (b) of Section 11.3.1, then, then subject to Section 15.112.1: (Aa) the Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within thirty (30) days following such notice of alleged Material Breach [**] for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within ten (10) Business Days [**] following referral of such matter, whether or not a Material Breach has occurred pursuant to this subsections (a) or (b) of Section 14.2(a)11.3.1, as applicable; (Bb) the relevant Cure Period with respect thereto will be tolled from the date the breaching Party notifies the non-breaching Party of such dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement (provided, provided that if such dispute relates to payment, the Cure Period will only be tolled with respect to payment of disputed amounts, and not with respect to undisputed amounts), (Cc) it is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder hereunder) and (Dd) if it is finally and conclusively determined in accordance with Section 15.2 that the breaching Party committed such Material Breach, then the breaching Party shall have the right to cure such Material Breach after such determination within the Cure Period (provided, that if such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty (30) days and any cure within such thirty (30) day period must fully cure such breach prior to the end of such thirty (30) day period)Period.

Disagreement as to Material Breach. If Notwithstanding Section 18.2(a) (Material Breach), if the Parties reasonably and in good faith disagree as to whether there has been a Material Breachmaterial breach of this Agreement, then, subject to Section 15.1: (Ai) the Breaching Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within thirty (30) days [***]. following such its receipt of notice of the alleged Material Breach material breach, for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within ten in accordance with Article 17 (10) Business Days following referral of such matter, whether or not a Material Breach has occurred pursuant to this Section 14.2(aDispute Resolution); (Bii) the relevant Cure Period cure period with respect thereto to such alleged material breach will be tolled from the date on which the breaching Breaching Party notifies the nonNon-breaching Breaching Party of such dispute the Dispute and through the resolution of such dispute Dispute in accordance with the applicable provisions of this Agreement Agreement; (provided, that if such dispute relates to payment, the Cure Period will only be tolled with respect to payment of disputed amounts, and not with respect to undisputed amounts), (Ciii) it is understood and agreed that during the pendency of such disputeDispute, all of the terms and conditions of this Agreement shall will remain in effect and the Parties shall will continue to perform all of their respective obligations hereunder hereunder; and (Div) if it is finally and conclusively ultimately determined in accordance with Section 15.2 that the breaching Breaching Party committed such Material Breachmaterial breach, then the breaching 84 Breaching Party shall will have the right to cure such Material Breach material breach, after such determination determination, within the Cure Period applicable cure period set forth in Section 18.2(a) (providedMaterial Breach), that if such dispute relates to a failure to use Commercially Reasonable Efforts, such post-determination Cure Period shall be strictly limited to thirty (30) days and any which cure within such thirty (30) day period must fully cure such breach prior to will commence as of the end date of such thirty (30) day period)determination.