Common use of Disputed Breach Clause in Contracts

Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 13.4(a), and such alleged breaching Party provides the other Party notice of such dispute within such ninety (90) day (or thirty (30) day, as the case may be) period, then the non-breaching Party shall not have the right to terminate this Agreement under Section 13.4(a) unless and until the arbitral tribunal, in accordance with Article 14, has determined that the alleged breaching Party has materially breached the Agreement and such Party fails to cure such breach within ninety (90) days following such arbitral tribunal’s decision (except to the extent such breach is solely based on the failure to make a payment when due, which breach must be cured within thirty (30) days following such arbitral tribunal’s decision); provided that with respect to a failure to pay amounts due, arbitration shall be conducted in accordance with Article 14, except that it shall be conducted by only one arbitrator and shall be resolved within ninety (90) days. 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.

Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 13.4(a12.5(a), and such alleged breaching Party provides the other Party notice of such dispute within such ninety (90) the [***] day (or thirty (30) day[***] day cure period, as 42. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the case may be) period, then the non-breaching Party shall not have the right to terminate this Agreement under Section 13.4(a12.5(a) unless and until the arbitral tribunalarbitrators, in accordance with Article 1413, has have determined that the alleged breaching Party has materially breached the Agreement Agreement, or the diligence obligation, as the case may be, and such Party fails to cure such breach of the Agreement within ninety (90) [***] days following such arbitral tribunal’s decision arbitrators’ decision. (except to If the extent such arbitrators determine that a breach is solely based on of Section [***] occurred and was not cured, then no further cure period shall apply following the failure to make a payment when due, which breach must be cured within thirty (30arbitrator decision.) days following such arbitral tribunal’s decision); provided that with respect to a failure to pay amounts due, arbitration shall be conducted in accordance with Article 14, except that it shall be conducted by only one arbitrator and shall be resolved within ninety (90) days. 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.