Common use of Disputed Breach Clause in Contracts

Disputed Breach. If XTL disputes in good faith the existence or materiality of a breach specified in a notice provided by DOV pursuant to Section 11.2(b) and XTL provides notice to DOV of such dispute within the applicable thirty (30) day, sixty (60) day or three (3) month period, DOV shall not have the right to terminate this Agreement unless and until the existence of such material breach or failure by XTL has been determined in accordance with Section 12.7 and XTL fails to cure such breach within sixty (60) days following such determination (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) business days following such determination). It is understood and acknowledged that during the pendency of such a 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; provided, however, that any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the dispute shall be paid into escrow (such payments, the “Escrow Funds”) with an escrow agent mutually selected by the Parties according to an escrow agreement in form and substance reasonably satisfactory to the Parties. The Parties further agree that any Escrow Funds shall be promptly refunded from the escrow if an arbitrator or court determines pursuant to Section 12.7 that such Escrow Funds are to be refunded by one Party to the other Party.

Disputed Breach. If XTL EYEFITE disputes in good faith the existence or materiality of a breach specified in a notice provided by DOV CANFITE pursuant to Section 11.2(b) and XTL EYEFITE provides notice to DOV CANFITE of such dispute within the applicable thirty (30) day, sixty (60) day or three (3) month period, DOV CANFITE shall not have the right to terminate this Agreement unless and until the existence of such material breach or failure by XTL EYEFITE has been determined in accordance with Section 12.7 and XTL EYEFITE fails to cure such breach within sixty thirty (6030) days following such determination (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) business days following such determination). It is understood and acknowledged that during the pendency of such a 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; provided, however, that any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the dispute shall be paid into escrow (such payments, the “Escrow Funds”) with an escrow agent mutually selected by the Parties according to an escrow agreement in form and substance reasonably satisfactory to the Parties. The Parties further agree that any Escrow Funds shall be promptly refunded from the escrow if an arbitrator or court determines pursuant to Section 12.7 that such Escrow Funds are to be refunded by one Party to the other Party.

Disputed Breach. If XTL EYEFITE disputes in good faith the existence or materiality of a breach specified in a notice provided by DOV CANFITE pursuant to Section 11.2(b‎11.2(b) and XTL EYEFITE provides notice to DOV CANFITE of such dispute within the applicable thirty (30) day, sixty (60) day or three (3) month period, DOV CANFITE shall not have the right to terminate this Agreement unless and until the existence of such material breach or failure by XTL EYEFITE has been determined in accordance with Section 12.7 ‎12.7 and XTL EYEFITE fails to cure such breach within sixty thirty (6030) days following such determination (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) business days following such determination). It is understood and acknowledged that during the pendency of such a 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; provided, however, that any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the dispute shall be paid into escrow (such payments, the “Escrow Funds”) with an escrow agent mutually selected by the Parties according to an escrow agreement in form and substance reasonably satisfactory to the Parties. The Parties further agree that any Escrow Funds shall be promptly refunded from the escrow if an arbitrator or court determines pursuant to Section 12.7 ‎12.7 that such Escrow Funds are to be refunded by one Party to the other Party.