Common use of Disagreement as to Material Breach Clause in Contracts

Disagreement as to Material Breach. Notwithstanding Section 15.2.1, if the Parties disagree in good faith as to whether there has been a material breach of this Agreement, then: (a) the Party that disputes whether there has been a material breach may contest the allegation by referring such matter, within [***] days following its receipt of notice of alleged material breach, for resolution in accordance with Section 16.8.1; (b) the relevant Cure Period with respect to such alleged material breach will be tolled from the date on which the Party that disputes whether there has been a material breach notifies the other Party of such Dispute until the resolution of such Dispute in accordance with the applicable provisions of this Agreement; (c) subject to Section 16.8, during the pendency of such Dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder; and (d) if it is ultimately determined that the breaching Party committed such material breach, then the breaching Party will have the right to cure such 50 material breach, after such determination, within the Cure Period (as may be extended in accordance with Section 15.2.1), which will commence as of the date of such determination.

Disagreement as to Material Breach. Notwithstanding Section 15.2.1, if If the Parties disagree reasonably and in good faith disagree as to whether there has been a material breach of this Agreement, thenMaterial Breach pursuant to Section 14.3(b) then subject to Section 15.1: (aA) the Party that disputes whether that there has been a material breach Material Breach may contest the allegation by referring such matter, within [**] for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within [**] days following its receipt referral of notice of alleged material breachsuch matter, for resolution in accordance with whether or not a Material Breach has occurred pursuant to Section 16.8.114.3(b); (bB) the relevant Cure Period with respect to such alleged material breach thereto will be tolled from the date on which the breaching Party that disputes whether there has been a material breach notifies the other non-breaching Party of such Dispute until dispute and through the resolution of such Dispute dispute in accordance with the applicable provisions of this Agreement; Agreement (cprovided, 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) subject to Section 16.8, it is understood and agreed that during the pendency of such Disputedispute, all of the terms and conditions of this Agreement will shall remain in effect and the Parties will shall continue to perform all of their respective obligations hereunder; ) and (dD) if it is ultimately finally and conclusively determined in accordance with Section 15.2 that the breaching Party committed such material breachMaterial Breach, then the breaching Party will shall have the right to cure such 50 material breach, Material Breach after such determination, determination within the Cure Period (as may be extended in accordance with Section 15.2.1), which will commence as of the date of such determination[**].

Disagreement as to Material Breach. Notwithstanding Section 15.2.118.2(a) (Material Breach), if the Parties disagree in good faith disagree as to whether there has been a material breach of this Agreement, then: (ai) the Breaching Party that disputes whether there has been a material breach may contest the allegation by referring such matter, within [***] days ]. following its receipt of notice of the alleged material breach, for resolution in accordance with Section 16.8.1Article 17 (Dispute Resolution); (bii) the relevant Cure Period cure period with respect to such alleged material breach will be tolled from the date on which the Breaching Party that disputes whether there has been a material breach notifies the other Non-Breaching Party of such the Dispute until and through the resolution of such Dispute in accordance with the applicable provisions of this Agreement; (ciii) subject to Section 16.8, during the pendency of such Dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder; and (div) if it is ultimately determined that the breaching Breaching Party committed such material breach, then the breaching 84 Breaching Party will have the right to cure such 50 material breach, after such determination, within the Cure Period applicable cure period set forth in Section 18.2(a) (as may be extended in accordance with Section 15.2.1Material Breach), which cure period will commence as of the date of such determination.

Disagreement as to Material Breach. Notwithstanding Section 15.2.117.2(a) (Material Breach), if the Parties disagree in good faith disagree as to whether there has been a material breach of this Agreement, then: (ai) the Breaching Party that disputes whether there has been a material breach may contest the allegation of such material breach by referring such matter, within [***] days following its receipt of notice of the alleged material breach, for resolution in accordance with Section 16.8.1Article 16 (Dispute Resolution); (bii) the relevant Cure Period cure period with respect to such alleged material breach will be tolled from the date on which the Breaching Party that disputes whether there has been a material breach notifies the other Non-Breaching Party of such the Dispute until and through the resolution of such Dispute in accordance with the applicable provisions of this Agreement; (ciii) subject to Section 16.8, during the pendency of such Dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder; and (div) if it is ultimately determined that the breaching Breaching Party committed such material breach, then the breaching Breaching Party will have the right to cure such 50 material breach, after such determination, within the Cure Period (as may be extended in accordance with Section 15.2.1)[**] for payment-related breaches or [**] for non-payment related breaches, which cure period will commence as of the date of such determination.