Common use of Material Defaults Clause in Contracts

Material Defaults. (a) In the event that Sprint believes Amdocs has committed a Default described in clause (f) of Section 12.1.58 (Default) hereunder or either Party believes the other Party has committed a Default described in clause (c) of Section 12.1.58 (Default) hereunder (each referred to hereinafter as a “Material Default”), the Party asserting that such Material Default has been committed will provide the other Party with written notice of such claim, and within [**] calendar days of the date of such notification the matter will be submitted to arbitration in accordance with Section 13.6 (Governing Law and Jurisdiction). The purpose of such arbitration will be to determine, assuming the truth of all claims of the Party asserting that such Material Default has been committed, whether the other Party’s failure or breach is “material” for purposes of clause (c) or (f) of Section 12.1.58 (Default), as the case may be. The Arbitrators will make its initial determination of materiality, and if the Arbitrators confirms that the asserted failure or breach is “material,” then the Arbitrators must determine whether the asserted Material Default was in fact committed and was not cured within the applicable cure period therefor, if any (i.e., that the conditions of a Default under clause (f) or clause (c), as the case may be, of Section 12.1.58 (Default) were met). If the Arbitrators determine that a Party did in fact commit a Material Default, or the Arbitrators fail to render a determination within [**] months of the original notification as to whether such Material Default was in fact committed, then the Party asserting such Material Default will have the right to terminate this Agreement. The [**] month time limit during which the Arbitrators must determine whether a Party has in fact committed a Material Default will be reduced by the number of days in excess of [**] elapsing between the date of the original notice described above and the date of the Arbitrators’ initial threshold determination of materiality.

Material Defaults. (a) In the event that Sprint believes Amdocs has committed a Default described in clause (f) of Section 12.1.58 12.1.57 (Default) hereunder or either Party believes the other Party has committed a Default described in clause (c) of Section 12.1.58 12.1.57 (Default) hereunder (each referred to hereinafter as a “"Material Default”"), the Party asserting that such Material Default has been committed will shall provide the other Party with written notice of such claim, and within [**] calendar days of the date of such notification the matter will shall be submitted to arbitration in accordance with Section 13.6 (Governing Law and Jurisdiction). The purpose of such arbitration will shall be to determine, assuming the truth of all claims of the Party asserting that such Material Default has been committed, whether the other Party’s 's failure or breach is “"material” " for purposes of clause (c) or (f) of Section 12.1.58 12.1.57 (Default), as the case may be. The Arbitrators will shall make its initial determination of materiality, and if the Arbitrators confirms that the asserted failure or breach is “"material,” " then the Arbitrators must determine whether the asserted Material Default was in fact committed and was not cured within the applicable cure period therefor, if any (i.e., that the conditions of a Default under clause (f) or clause (c), as the case may be, of Section 12.1.58 12.1.57 (Default) were met). If the Arbitrators determine that a Party did in fact commit a Material Default, or the Arbitrators fail to render a determination within [**] months of the original notification as to whether such Material Default was in fact committed, then the Party asserting such Material Default will shall have the right to terminate this Agreement. The [**] month time limit during which the Arbitrators must determine whether a Party has in fact committed a Material Default will shall be reduced by the number of days in excess of [**] elapsing between the date of the original notice described above and the date of the Arbitrators’ ' initial threshold determination of materiality. In the event that the Arbitrators rule that a Material Default has been committed by a Party, the other Party may initiate the termination by sending the other Party a Termination Notice specifying a Termination Date, provided that such Termination Date shall be [**] days or more subsequent to the date of such Termination Notice. Termination shall be effective at 11:59 p.m. on the Termination Date, and, in the event of such a termination, Amdocs shall perform its Disentanglement obligations hereunder until they are fulfilled. Upon termination by Sprint pursuant to this Section 6.3.2 (Material Defaults), Amdocs shall [**] subsequent to the expiration of any cure period contained in clause (c) or clause (f), as the case may be, of Section 12.1.57 (Default). Termination shall not constitute a Party's exclusive remedy for a Material Default of the other Party, and the Arbitrator shall have time beyond the [**] month time period referenced above to determine the damages due to a Party for such asserted failure or breach of the other Party hereunder. Further, a Party shall not be deemed to have waived any of its rights accruing hereunder prior to submitting the original notice described above, and Sprint shall not be required to pay Amdocs any Exit Fee or other termination fees if Sprint terminates the Term pursuant to this Section 6.3.2 (Material Defaults). Further, the non-prevailing Party in any arbitration conducted pursuant to this Section 6.3.2 (Material Defaults) shall be required to pay the arbitration costs, including reasonable attorney's fees, of the other Party. If a Party asserting a Material Default terminates this Agreement, in accordance herewith, on the basis of the Arbitrator's failure to render a determination within [**] months of the original notification, as to whether such Material Default was in fact committed, the arbitration shall continue in order to determine whether such Material Default was committed; and if such determination is that neither a Critical Default or a Material Default was committed, then the termination shall be deemed a termination for convenience, pursuant to Section 6.2.1 (For Convenience).

Material Defaults. (a) In the event that Sprint Clearwire believes Amdocs has committed a Default described in clause (f) of Section 12.1.58 (Default) 12.1.52 hereunder or either Party believes the other Party has committed a Default described in clause (c) of Section 12.1.58 (Default) 12.1.52 hereunder (each referred to hereinafter as a “Material Default”), the Party asserting that such Material Default has been committed will shall provide the other Party with written notice of such claim, and within [*****] calendar days of the date of such notification the matter will shall be submitted to arbitration in accordance with Section 13.6 (Governing Law and Jurisdiction)13.6. The purpose of such arbitration will shall be to determine, assuming the truth of all claims of the Party asserting that such Material Default has been committed, whether the other Party’s failure or breach is “material” for purposes of clause (c) or (f) of Section 12.1.58 (Default)12.1.52, as the case may be. The Arbitrators will shall make its initial determination of materiality, and if the Arbitrators Arbitrator confirms that the asserted failure or breach is “material,” then the Arbitrators must determine whether the asserted Material Default was in fact committed and was not cured within the applicable cure period therefortherefore, if any (i.e., that the conditions of a Default under clause (f) or clause (c), as the case may be, of Section 12.1.58 (Default) 12.1.52 were met). If the Arbitrators determine that a rule in favor of the Party did in fact commit asserting a Material Default, or the Arbitrators fail to render a determination on the question of whether the asserted Material Defect was in fact committed within [*****] months of the original notification as to whether such Material Default was in fact committedsubmission for a ruling, then the Party asserting such a Material Default will shall Customer Care and Billing Services Agreement Confidential have the right to terminate this Agreement. The Agreement by sending the other Party a Termination Notice specifying a Termination Date, provided that such Termination Date shall be [*****] month time limit during which or more subsequent to the Arbitrators must determine whether date of such Termination Notice. Termination shall be effective at 11:59 p.m. on the Termination Date, and, in the event of such a Party has termination, Amdocs shall perform any mutually agreed upon Disentanglement Obligations until they are fulfilled. If this Agreement is terminated by Clearwire pursuant to this Section 6.2.2, [*****] subsequent to the expiration of any cure period contained in fact committed clause (c) or clause (f), as the case may be, of Section 12.1.52. Termination shall not constitute a Party’s exclusive remedy for a Material Default will be reduced by of the number other Party. Notwithstanding the foregoing sentence, if the Arbitrator fails to issue a determination of days in excess of damages within [*****] elapsing between after it makes a determination there was a Material Default, the Party asserting a Material Default may (a) terminate this Agreement by sending the other Party a Termination Notice specifying a Termination Date, provided that such Termination Date shall be [*****] or more subsequent to the date of such Termination Notice, and (b) immediately commence and maintain an action in any court of competent jurisdiction for the purpose of determining and recovering damages against the other Party. Further, a Party shall not be deemed to have waived any of its rights accruing hereunder prior to submitting the original notice described above of default, and Clearwire shall not be required to pay Amdocs any exit fee or other termination fees if Clearwire terminates the date Term pursuant to this Section 6.3.2. The non-prevailing Party in any arbitration conducted pursuant to this Section 6.3.2 shall be required to pay the arbitration costs, including reasonable attorney’s fees, of the Arbitrators’ initial threshold determination of materialityother Party.

Material Defaults. (a) In the event that Sprint Clearwire believes Amdocs has committed a Default described in clause (f) of Section 12.1.58 (Default) 12.1.52 hereunder or either Party believes the other Party has committed a Default described in clause (c) of Section 12.1.58 (Default) 12.1.52 hereunder (each referred to hereinafter as a “Material Default”), the Party asserting that such Material Default has been committed will shall provide the other Party with written notice of such claim, and within [**] five (5) calendar days of the date of such notification the matter will shall be submitted to arbitration in accordance with Section 13.6 (Governing Law and Jurisdiction)13.6. The purpose of such arbitration will shall be to determine, assuming the truth of all claims of the Party asserting that such Material Default has been committed, whether the other Party’s failure or breach is “material” for purposes of clause (c) or (f) of Section 12.1.58 (Default)12.1.52, as the case may be. The Arbitrators will shall make its initial determination of materiality, and if the Arbitrators Arbitrator confirms that the asserted failure or breach is “material,” then the Arbitrators must determine whether the asserted Material Default was in fact committed and was not cured within the applicable cure period therefortherefore, if any (i.e., that the conditions of a Default under clause (f) or clause (c), as the case may be, of Section 12.1.58 (Default) 12.1.52 were met). If the Arbitrators determine that a rule in favor of the Party did in fact commit asserting a Material Default, or the Arbitrators fail to render a determination within [**] months on the question of whether the original notification as to whether such asserted Material Default Defect was in fact committedcommitted within six (6) months of submission for a ruling, then the Party asserting such a Material Default will shall Customer Care and Billing Services Agreement Confidential have the right to terminate this AgreementAgreement by sending the other Party a Termination Notice specifying a Termination Date, provided that such Termination Date shall be fifteen (15) days or more subsequent to the date of such Termination Notice. The [**] month time limit during which Termination shall be effective at 11:59 p.m. on the Arbitrators must determine whether Termination Date, and, in the event of such a Party has termination, Amdocs shall perform any mutually agreed upon Disentanglement Obligations until they are fulfilled. If this Agreement is terminated by Clearwire pursuant to this Section 6.2.2, Amdocs shall refund all amounts paid by Clearwire subsequent to the expiration of any cure period contained in fact committed clause (c) or clause (f), as the case may be, of Section 12.1.52. Termination shall not constitute a Party’s exclusive remedy for a Material Default will of the other Party. Notwithstanding the foregoing sentence, if the Arbitrator fails to issue a determination of damages within six (6) months after it makes a determination there was a Material Default, the Party asserting a Material Default may (a) terminate this Agreement by sending the other Party a Termination Notice specifying a Termination Date, provided that such Termination Date shall be reduced by the number of fifteen (15) days in excess of [**] elapsing between or more subsequent to the date of such Termination Notice, and (b) immediately commence and maintain an action in any court of competent jurisdiction for the purpose of determining and recovering damages against the other Party. Further, a Party shall not be deemed to have waived any of its rights accruing hereunder prior to submitting the original notice described above of default, and Clearwire shall not be required to pay Amdocs any exit fee or other termination fees if Clearwire terminates the date Term pursuant to this Section 6.3.2. The non-prevailing Party in any arbitration conducted pursuant to this Section 6.3.2 shall be required to pay the arbitration costs, including reasonable attorney’s fees, of the Arbitrators’ initial threshold determination of materialityother Party.

Material Defaults. (a) In the event that Sprint Nextel believes Amdocs has committed a Default described in clause (f) of Section 12.1.58 11.1.39 (Default) hereunder or either Party believes the other Party has committed a Default described in clause (c) of Section 12.1.58 11.1.39 (Default) hereunder (each referred to hereinafter as a “"Material Default”"), the Party asserting that such Material Default has been committed will shall provide the other Party with written notice of such claim, and within [**] calendar days of the date of such notification, an Arbitrator having at least five (5) years experience in international business shall be appointed by agreement of the Parties; provided, that if the Parties are unable to agree on an Arbitrator within such period, then, no later than the tenth (10th) calendar day after the date of notification the matter will described above an Arbitrator shall be submitted to arbitration in accordance with Section 13.6 (Governing Law and Jurisdiction)appointed by AAA. The purpose of such arbitration will shall be to determine, assuming the truth of all claims of the Party asserting that such Material Default has been committed, whether the other Party’s 's failure or breach is “"material” " for purposes of clause (c) or (f) of Section 12.1.58 11.1.39 (Default), as the case may be. The Arbitrators will arbitration (as well as any subsequent arbitration provided below) shall be conducted (i) under the rules of the AAA; (ii) in New York City; and (iii) in the English language. Within [**] of the date of the original notification described above, the Arbitrator shall make its initial determination of materiality, and if the Arbitrators Arbitrator confirms that the asserted failure or breach is “"material,” " then within [**] of the Arbitrators original notification described above, the Arbitrator must determine whether the asserted Material Default was in fact committed and was NEXTEL FINANCE COMPANY SEPTEMBER 26, 2000 CUSTOMER CARE AND BILLING SERVICES AGREEMENT CONFIDENTIAL BOSTON 2293071v3 not cured within the applicable cure period therefor, if any (i.e., that the conditions of a Default under clause (f) or clause (c), as the case may be, of Section 12.1.58 11.1.39 (Default) were met). If the Arbitrators determine Arbitrator determines that a Party did in fact commit a Material Default, or the Arbitrators fail Arbitrator fails to render a determination within [**] months of the original notification as to whether such Material Default was in fact committed, then the Party asserting such Material Default will shall have the right to terminate this Agreement. The [**] month time limit during which the Arbitrators Arbitrator must determine whether a Party has in fact committed a Material Default will shall be reduced by the number of days in excess of [**] thirty (30) elapsing between the date of the original notice described above and the date of the Arbitrators’ Arbitrator's initial threshold determination of materiality. In the event that the Arbitrator rules that a Material Default has been committed by a Party, the other Party may initiate the termination by sending the other Party a Termination Notice specifying a Termination Date, provided that such Termination Date shall be [**] or more subsequent to the date of such Termination Notice. Termination shall be effective at 11:59 p.m. on the Termination Date, and, in the event of such a termination, Amdocs shall perform its Disentanglement obligations hereunder until they are fulfilled. Upon termination by Nextel pursuant to this Section 5.3.2 (Material Defaults), Amdocs shall [**] subsequent to the expiration of any cure period contained in clause (c) or clause (f), as the case may be, of Section 11.1.39 (Default). Termination shall not constitute a Party's exclusive remedy for a Material Default of the other Party, and the Arbitrator shall have time beyond the [**]time period referenced above to determine the damages due to a Party for such asserted failure or breach of the other Party hereunder. Further, a Party shall not be deemed to have waived any of its rights accruing hereunder prior to submitting the original notice described above, and Nextel shall not be required to pay Amdocs any Exit Fee or other termination fees if Nextel terminates the Term pursuant to this Section 5.3.2 (Material Defaults). Further, the non-prevailing Party in any arbitration conducted pursuant to this Section 5.3.2 (Material Defaults) shall be required to pay the arbitration costs, including reasonable attorney's fees, of the other Party. If a Party asserting a Material Default terminates this Agreement, in accordance herewith, on the basis of the Arbitrator's failure to render a determination within [**] of the original notification, as to whether such Material Default was in fact committed, the arbitration shall continue in order to determine whether such Material Default was committed; and if such determination is that neither a Critical Default or a Material Default was committed, then the termination shall be deemed a termination for convenience, pursuant to Section 5.2.1 (For Convenience).