Common use of Disputes; Default Clause in Contracts

Disputes; Default. Notwithstanding any provision of this Article 2 to the contrary, should AAP fail to pay GP LLC, when due, any amounts owing in respect of the applicable GP LLC Services, including both the Administrative Services Fee and the Expense Reimbursement Fee, except as set forth in the last sentence of this Section 2.5, upon 30 days’ notice, GP LLC may terminate this Article 2 as to those GP LLC Services that relate to the unpaid portion of the invoice. Should there be a dispute as to the propriety of invoiced amounts, AAP shall pay all undisputed amounts on each invoice, but shall be entitled to withhold payment of any amount in dispute and shall promptly notify GP LLC of such disputed amount. GP LLC shall promptly provide AAP with records relating to the disputed amount so as to enable GP LLC and AAP to resolve the dispute. So long as such Parties are attempting in good faith to resolve the dispute, GP LLC shall not be entitled to terminate the GP LLC Services that relate to the disputed amount.