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 pursuant to either subsections (a) or (b) of Section 11.3.1, then subject to Section 12.1: (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 subsections (a) or (b) of Section 11.3.1, as applicable; (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 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.

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach pursuant to either subsections (a) or (b) of Section 11.3.111.4.1, above, then subject to Section 12.1, below: (a) the Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within thirty ten business (3010) days following such after receipt of the corresponding notice of alleged Material Breach intention to terminate, for resolution to the Parties’ Chief Executive Officers, who shall meet promptly to discuss the matter, matter and determine, determine within ten business (10) Business Days days (or such longer period as they mutually agree in writing) following referral of such matter, whether or not a Material Breach has occurred pursuant to subsections (a) or (b) of Section 11.3.1, as applicableoccurred; (b) the relevant Cure Period with respect thereto will shall only be tolled during the period from which a dispute is lodged and the date the breaching Party notifies the non-breaching Party of Chief Executive Officers make a decision (including any such dispute and through the resolution of such dispute time as this period may be extended by mutual agreement) 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), Agreement; (c) it is understood and agreed that, that during the pendency of any 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 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 remainder of the applicable Cure PeriodPeriod provided in Section 11.4.1, above.

Disagreement as to Material Breach. If Notwithstanding Section 11.2.1, if the Parties reasonably and in good faith disagree as to whether there has been a Material Breach material breach of this Agreement pursuant to either subsections (a) or (b) of Section 11.3.111.2.1, then subject to Section 12.1then: (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 [***], for resolution to the Executive Officers, who shall 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 subsections Section 11.2.1; provided that if the Executive Officers are unable to resolve such dispute within such [***] (a[***]) or (b) of [***] period after it is referred to them, the matter will be resolved as provided in Section 11.3.1, as applicable12.7; (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), Agreement; (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 ultimately determined that the 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 determination, within the Cure PeriodPeriod (as may be extended in accordance with Section 11.2.1) which shall commence as of the date of such determination.

Disagreement as to Material Breach. If Notwithstanding Section 10.2.1, if the Parties reasonably and in good faith disagree as to whether there has been a Material Breach material breach of this Agreement pursuant to either subsections (a) or (b) of Section 11.3.111.2.1, then subject to Section 12.1then: (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 [***], for resolution to the Executive Officers, who shall 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 subsections Section 11.2.1; provided that if the Executive Officers are unable to resolve such dispute within such [***] (a[***]) or (b) of [***] period after it is referred to them, the matter will be resolved as provided in Section 11.3.1, as applicable11.7; (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), Agreement; (c) it is understood and agreed thatsubject to Section 10.12, 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 ultimately determined that the 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 determination, within the Cure PeriodPeriod (as may be extended in accordance with Section 10.2.1) which shall commence as of the date of such determination.

Disagreement as to Material Breach. If Notwithstanding Section 10.2.1, if the Parties reasonably and in good faith disagree as to whether there has been a Material Breach material breach of this Agreement pursuant to either subsections (a) or (b) of Section 11.3.110.2.1, then subject to Section 12.1then: (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 [***], for resolution to the Executive Officers, who shall 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 subsections Section 10.2.1; provided that if the Executive Officers are unable to resolve such dispute within such [***] (a[***]) or (b) of [***] period after it is referred to them, the matter will be resolved as provided in Section 11.3.1, as applicable11.7; (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), Agreement; (c) it is understood and agreed thatsubject to Section 10.10, 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 ultimately determined that the 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 determination, within the Cure PeriodPeriod (as may be extended in accordance with Section 10.2.1) which shall commence as of the date of such determination.

Disagreement as to Material Breach. If Notwithstanding Section 12.2(a), if the Parties reasonably and in good faith disagree as to whether there has been a Material Breach material breach of this Agreement pursuant to either subsections (a) or (b) of Section 11.3.112.2(a), then subject to Section 12.1then: (ai) 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 written notice of alleged Material Breach material breach, for resolution to the Executive Officers, who shall 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 subsections (a) or (b) of Section 11.3.112.2(a); 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 applicableprovided in Section 13.2; (bii) 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 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 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 (div) if it is finally and conclusively ultimately determined that the 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 determination, within the Cure PeriodPeriod (as may be extended in accordance with Section 12.2(a)) which shall commence as of the date of such determination. Notwithstanding the foregoing, the applicable dispute resolution terms of Section 5.6 shall apply with respect to termination rights solely with respect to any IP Controlled by Editas under the Harvard-Broad Licenses.

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach material breach pursuant to either subsections (a) or (b) of Section 11.3.110.2.1, then subject to Section 12.1then: (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, matter and determine, within ten (10) Business Days [***] days following referral of such matter, whether or not a Material Breach material breach has occurred pursuant to subsections (a) or (b) of Section 11.3.110.2.1; provided that if the Executive Officers are unable to resolve such dispute within such [***] day period after it is referred to them, the matter will be *** Confidential Treatment Requested *** resolved as applicableprovided in Section 11.10; (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), Agreement; (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 ultimately determined that the 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 PeriodPeriod which shall commence as of the date of such determination.

Disagreement as to Material Breach. If Notwithstanding Section 14.2.1, if the Parties reasonably and in good faith disagree as to whether there has been a Material Breach pursuant to either subsections (a) or (b) material breach of Section 11.3.1this Agreement, then subject to Section 12.1then: (a) the Party that disputes that whether there has been a Material Breach material breach may contest the allegation by referring such matter, within thirty (30) [***] days following such its receipt of 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 a Material Breach has occurred pursuant to subsections (a) or (b) of in accordance with Section 11.3.1, as applicable15.7.3(a); (b) the relevant Cure Period with respect thereto will to such alleged material breach shall be tolled from the date on which the breaching Party that disputes whether there has been a material breach notifies the non-breaching other Party of such dispute and through until 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), Agreement; (c) it is understood and agreed thatsubject to Section 14.8, 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 ultimately determined that the 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 determination, within the Cure PeriodPeriod (as may be extended in accordance with Section 14.2.1), which shall commence as of the date of such determination.

Disagreement as to Material Breach. If Notwithstanding Section 10.2.1, if the Parties reasonably and in good faith disagree as to whether there has been a Material Breach material breach of this Agreement pursuant to either subsections (a) or (b) of Section 11.3.110.2.1, then subject to Section 12.1then: (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 [***], for resolution to the Executive Officers, who shall 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 subsections (a) or (b) of Section 11.3.110.2.1; 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 applicableprovided in Section 11.8; (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), Agreement; (c) it is understood and agreed thatsubject to Section 10.10, 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 ultimately determined that the 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 determination, within the Cure PeriodPeriod (as may be extended in accordance with Section 10.2.1) which shall commence as of the date of such determination.

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach material breach pursuant to either subsections (a) or (b) of Section 11.3.111.2.1, then subject to Section 12.1then: (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 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 subsections (a) or (b) of Section 11.3.111.2.1; 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 applicableprovided in Article 12; (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), Agreement; (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 (d) if it is finally and conclusively ultimately determined 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 PeriodPeriod which will commence as of the date of such determination. For the avoidance of doubt, this Section 11.2.2 shall not apply to any failure of Celgene to make the payment in Section 6.1.

Disagreement as to Material Breach. If Notwithstanding Section 13.2(a), if the Parties reasonably and in good faith disagree as to whether there has been a Material Breach pursuant to either subsections (a) or (b) of Section 11.3.1Breach, then subject to Section 12.1then: (a) the Party that disputes that whether 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 matter 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 subsections (a) or (b) of in accordance with Section 11.3.1, as applicable14.6(b); (b) the relevant Cure Period with respect thereto will to such alleged Material Breach shall be tolled from the date on which the breaching Party that disputes whether there has been a Material Breach 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 (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), Agreement; (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 ultimately determined that the breaching Party committed such Material Breach, then the breaching Party shall have the right to cure such Material Breach Breach, after such determination determination, within the Cure PeriodPeriod (as 44 EXECUTION VERSION may be extended in accordance with Section 13.2(a)), which shall commence as of the date of such determination.

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach material breach pursuant to either subsections (a) or (b) of Section 11.3.111.2.1, then subject [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. to Section 12.1: (a) 12.7, 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 [***] 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 material breach has occurred pursuant to subsections (a) or (b) of Section 11.3.111.2.1, as applicable; (b) . If the relevant Cure Period with respect thereto Executive Officers are unable to resolve a dispute within such [***] period after it is referred to them, the matter will be tolled from the date the breaching Party notifies the non-breaching Party of such dispute and through the resolution of such dispute resolved as provided 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 Section 12.7. It is understood and agreed that, that (a) during the pendency of any 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 (db) if it is finally and conclusively determined that the 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 PeriodPeriod provided above, less [***].

Disagreement as to Material Breach. If Notwithstanding Section 10.2.1, if the Parties reasonably and in good faith disagree as to whether there has been a Material Breach material breach of this Agreement pursuant to either subsections (a) or (b) of Section 11.3.110.2.1, then subject to Section 12.1then: (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, 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 subsections (a) or (b) of Section 11.3.110.2.1; provided that if the Executive Officers are unable to resolve such dispute within such [***] Business Day period after it is referred to them, the matter will be resolved as applicableprovided in Section 11.8; (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), Agreement; (c) it is understood and agreed thatsubject to Section 10.12, 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 ultimately determined that the 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 determination, within [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both not material and not material and the type of information that the registrant customarily and actually treats as private and confidential. the Cure PeriodPeriod (as may be extended in accordance with Section 10.2.1) which shall commence as of the date of such determination.

Disagreement as to Material Breach. If Notwithstanding Section 11.2.1, if the Parties reasonably and in good faith disagree as to whether there has been a Material Breach material breach of this Agreement pursuant to either subsections (a) or (b) of Section 11.3.111.2.1, then subject to Section 12.1then: (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 written notice of alleged Material Breach material breach, for resolution to the Executive Officers, who shall 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 subsections (a) or (b) of Section 11.3.111.2.1; 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 applicableprovided in Section 12.7; (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), Agreement; (c) it is understood and agreed thatsubject to Section 11.9, 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 ultimately determined that the 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 determination, within the Cure PeriodPeriod (as may be extended in accordance with Section 11.2.1) which shall commence as of the date of such determination. Certain confidential information contained in this document, marked by [**], has been omitted because Immatics N.V. (the “Company”) has determined that the information (i) is not material and (ii) is customarily and actually treated by the Company as private or confidential.

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach material breach pursuant to either subsections (a) or (b) of Section 11.3.110.2.1, then subject to Section 12.1then: (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, matter and determine, within ten (10) Business Days [***] days following referral of such matter, whether or not a Material Breach material breach has occurred pursuant to subsections (a) or (b) of Section 11.3.110.2.1; provided that if the Executive Officers are unable to resolve such dispute within such [***] day period after it is referred to them, the matter will be resolved as applicableprovided in Section 11.10; (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), Agreement; (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 ultimately determined that the 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 PeriodPeriod which shall commence as of the date of such determination.