Common use of Disputed Breach Clause in Contracts

Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 11.3(a), and such alleged breaching Party provides the other Party written notice of such dispute within such [**] day period, then the non-breaching Party shall not have the right to terminate this Agreement under Section 11.3(a) for so long as the alleged breaching Party continues to dispute in good faith the existence or materiality of the alleged breach unless and until an arbitrator, in accordance with Article 12, has determined that the alleged breaching Party has materially breached the Agreement and failed to cure such breach within [**] days (or [**] days if such breach is not a payment breach and is not reasonably capable of cure within [**] days) from the date of such determination of material breach. 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.

Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 11.3(a13.4(a), and such alleged breaching Party provides the other Party written notice of such dispute within such […***…] day or […***…] day period, as applicable, then the non-breaching Party shall not have the right to terminate this Agreement under Section 11.3(a13.4(a) for so long as the alleged breaching Party continues to dispute in good faith the existence or materiality of the alleged breach unless and until an arbitrator, in accordance with Article 1214, has determined that the alleged breaching Party has materially breached the Agreement and failed that such Party fails to cure such breach within […***…] days following such arbitrator’s decision (or except to the extent such breach involves the failure to make a payment when due, which breach must be cured within […***…] days if following such breach is not a payment breach and is not reasonably capable of cure within [**] days) from the date of such determination of material breacharbitrator’s decision). 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 hereundereffect.

Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 11.3(a12.5(a), and such alleged breaching Party provides the other Party written notice of such dispute within such the [***] day or [***] day cure period, as the case may be, then the non-breaching Party shall not have the right to terminate this Agreement under Section 11.3(a12.5(a) for so long as the alleged breaching Party continues to dispute in good faith the existence or materiality of the alleged breach unless and until an arbitratorthe arbitrators, in accordance with Article 1213, has have determined that the alleged breaching Party has materially breached the Agreement Agreement, or the diligence obligation, as the case may be, and failed such Party fails to cure such breach of the Agreement within [***] days following such arbitrators’ decision. (or If the arbitrators determine that a breach of Section [**] days if such breach is not a payment breach and is not reasonably capable of cure within [**] daysoccurred and was not cured, then no further cure period shall apply following the arbitrator decision.) from the date of such determination of material breach. 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.

Disputed Breach. If the alleged breaching Breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Non-breaching Party in accordance with Section 11.3(a13.5(a), and such alleged breaching Breaching Party provides the other Non-breaching Party written notice of such dispute and its intention to pursue dispute resolution pursuant to Article 14 within such [**] day periodthe applicable cure period set forth in Section 13.5(a), then the nonNon-breaching Party shall not have the right to terminate this Agreement under Section 11.3(a13.5(a) for so long as the alleged breaching Party continues to dispute in good faith the existence or materiality of the alleged breach unless and until an arbitratorarbitrator or court, in accordance with Article 1214, has determined that the alleged breaching Breaching Party has materially breached the this Agreement and failed that such Party fails to cure such breach within [**] days (or [**] days if following such decision of such arbitrator or court, as applicable; provided that, notwithstanding the foregoing, to the extent such breach is not with respect to failure to make a payment when due, such breach and is not reasonably capable of cure must be cured within [****] days) from the date of days following such determination of material breachdecision by such arbitrator or court, as applicable. 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.