Good Faith Disputes. Notwithstanding any provision to the contrary in this Article 17, neither Party may suspend performance or terminate this Agreement as a result of an event or occurrence described in subsections 17.1(a), (g) or (h), as the case may be, as to which there is a good faith dispute between the Parties concerning the right of the Non-Defaulting Party hereunder to terminate this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant to the provisions of Section 21 hereof, and acknowledge that such obligation shall be subject to enforcement by a decree of specific performance. With respect to any such good faith dispute resolved pursuant to the provisions of Section 21, the time period to cure any default, which shall include payment of any damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; provided, however, that the accrual of such damages shall be from the date of notice of arbitration required under Section 21.2. Neither Party may terminate this Agreement if the Defaulting Party shall have complied fully with the arbitration decision within the time period set forth therein. If the Defaulting Party shall not comply fully with the arbitration decision within such time period, the Non-Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) related to all transactions contemplated between the Parties, such recovery to be determined pursuant to the applicable provisions of this Section 17.
Good Faith Disputes. The Owner shall not revoke any existing authorization to Municipality for any existing Attachment, Overlashing and/or Facility which is the subject of an ongoing good faith dispute pursuant to the dispute resolution process established in the preceding subparagraphs of this section; provided, however, notwithstanding the foregoing no provision of this Agreement shall waive, limit, release or excuse a Municipality from its obligation hereunder and under applicable Law to timely shift such Municipality’s Facilities and/or perform make-ready work when such shifting and/or make-ready work by a Municipality are necessary to (i) facilitate the attachment to one or more Poles by a third party pole attacher in accordance with applicable Law, including the DPUC’s April 30, 2008 decision in Docket No. 07-02-13 and/or (ii) to allow maintenance, construction and other work to be performed by Owner, Other Owners and/or Other Licensees.
Good Faith Disputes. If Recipient or any other Receiving Party in good faith disputes an amount reflected on an Invoice, then Recipient (and the applicable Receiving Party) may withhold payment of the amount subject to the good faith dispute, provided that (a) Recipient (or the applicable Receiving Party) provides Provider with written notice of the good faith dispute and the bases thereof prior to the date on which the subject amount would, but for the good faith dispute, be due pursuant to Section 3.4 and (b) Recipient (or the applicable Receiving Party) pays all undisputed amounts reflected on the Invoice in accordance with Section 3.4.
Good Faith Disputes. If Customer, in good faith, disputes any invoice, in whole or in part, Customer shall notify LightEdge of the dispute, including sufficient detail of the nature of the claim, the amount, the relevant invoices, and information allowing LightEdge to identify the affected Services, within the time required for payment of the relevant invoice. Payment of the disputed amount may be withheld until settlement of the dispute, but payment of the undisputed portion shall be made in accordance with Section 6.2. Upon resolution of a dispute, Customer shall promptly pay to LightEdge such amounts as are due and payable, and if a dispute is resolved against Customer, LightEdge may additionally request Customer to pay any late fees associated with the disputed amount, such late fees to be calculated in accordance with Section 6.2 from the date the disputed invoice was originally due and payable.
Good Faith Disputes. Notwithstanding anything to the contrary contained in this Paragraph 16, if there is any matter giving rise to a right of termination hereunder which is then the subject of a bona fide, good faith dispute between the parties, and for which either party has given notice to the other party that such a bona fide, good faith dispute has arisen, (i) no party shall be considered in breach of this Term Sheet with respect to such matter during the pendency of such dispute, (ii) no party shall attempt to terminate this Term Sheet during the pendency of such ______________________ *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by DreamWorks Animation SKG, Inc. with respect to the omitted portions. 21 dispute, based on such matter, (iii) each party shall continue to perform its obligations in accordance with the terms hereof, and (iv) the cure periods provided herein above shall toll and remain available during the pendency of such dispute. The provisions of this Paragraph 16(e) shall terminate at the conclusion of the escalation procedures described in Paragraph 16(d) above and, if the dispute is not by then resolved, at the conclusion of any arbitration conducted pursuant to Paragraph 17(j) below.
Good Faith Disputes. Frontier must not revoke any authorization to Municipality for any existing Attachment, Overlashing or Facility which is the subject of an ongoing good faith dispute under the dispute resolution process in Sections 12.1 or 12.2. Despite any pending dispute under Sections 12.1 or 12.2, Municipality must timely shift its Facilities or perform Make-Ready Work when such shifting or Make-Ready Work is necessary to (a) facilitate the attachment to one or more Poles by a third party pole attacher in accordance with Law, including the Make Ready Decision, or (b) allow maintenance, construction or other work to be performed by Frontier, Other Owners or Other Licensees.
Good Faith Disputes. The Owner shall not revoke any existing license or permission granted authorization to Municipality for any existing Attachment and/or Facility which is the subject of an ongoing good faith dispute pursuant to the dispute resolution process established in the preceding subparagraphs of this section; provided, however, notwithstanding the foregoing (y) the Owner may elect, at any time, to take any action the Owner deems necessary to timely accommodate a request to attach to Pole(s) by any third party in accordance with the make-ready work and pole shifting time periods set forth in this Agreement, applicable Law and/or the DPUC’s April 30, 2008 decision in Docket No. 07-02-13 and the Municipality shall reimburse the Owner for such costs and expenses incurred by Owner within 45 days of Owner’s request for reimbursement; and (z) no provision of this Agreement shall waive, limit, release or excuse a Municipality from its obligation hereunder and under applicable Law to timely shift such Municipality’s Facilities and/or perform Make-Ready Work when such shifting and/or Make-Ready Work by a Municipality are necessary to (i) facilitate the attachment to one or more Poles by a third party pole attacher in accordance with applicable Law and/or the DPUC’s April 30, 2008 decision in Docket No. 07-02-13 and/or (ii) to allow maintenance, construction and other work to be performed by Owner, Other Owners and/or Other Licensees. [Note: This is an open issue pending discussion between the parties.]
Good Faith Disputes. If the Customer, in good faith, disputes any invoice, in whole or in part, the Customer shall notify the relevant Provider of the dispute, including sufficient detail of the nature of the claim, the amount, the relevant invoices, and information allowing such Provider to identify the affected services, within the time required for payment of the relevant invoice. Payment of the disputed amount may be withheld until settlement of the dispute, but payment shall be made of the undisputed portion in accordance with Section 10.2. The Customer waives the right to dispute any charges not disputed within the time required for payment of the disputed invoice. Upon resolution of a dispute, the Customer shall promptly pay to the relevant Provider such amounts as are due and payable, and if a dispute is resolved against the Customer, the Customer shall additionally pay to the relevant Provider any late fees associated with the disputed amount, such late fees to be calculated in accordance with Section 10.3 from the date the disputed invoice was originally due and payable.
Good Faith Disputes. MEDIAVALET will not exercise its rights under §4.3 or §4.4 if the applicable charges are under reasonable and good-faith dispute and CUSTOMER is cooperating diligently to resolve the dispute.
Good Faith Disputes. If there is a good-faith dispute as to whether any fee is payable, the parties will make a good faith effort to resolve such dispute through negotiation, and if those efforts are not successful, the matter will be submitted to mediation as provided in Section 18.9 of the Pilot Agreement, and if not resolved through mediation, will be decided by an arbitrator agreed to by the parties or, absent such agreement, by judicial proceedings as provided in Section 18.8 of the Pilot Agreement. If it is determined that there are amounts payable by PGE, PGE will be given an opportunity to cure such default by paying the amounts owing, plus interest at 12% per annum from when they were due. Neither party may terminate this agreement while such a good-faith dispute is pending or during the cure period.
