Common use of Disputes Regarding Material Breach Clause in Contracts

Disputes Regarding Material Breach. Notwithstanding the foregoing, if the Breaching Party in Section 11.2.2 or Section 11.2.3 disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within such [***] calendar day cure period or [***] calendar day notice period (as applicable), the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 11.2.2 or Section 11.2.3, unless and until it has been determined in accordance with Section 13.1 that this Agreement was materially breached by the Breaching Party and the Breaching Party fails to cure such breach within [***] ([***]) calendar days following such determination. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any payment obligations.

Disputes Regarding Material Breach. Notwithstanding the foregoing, if the Breaching Party in Section 11.2.2 or 10.2.1, Section 11.2.3 10.2.2 and Section 10.2.3 disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within such [***] calendar sixty (60) day cure period or [***] calendar day notice period (as applicable)period, the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 11.2.2 or 10.2.1, Section 11.2.310.2.2 and Section 10.2.3, unless and until it has been determined in accordance with Section 13.1 13.4 that this Agreement was materially breached by the Breaching Party and the Breaching Party fails to cure such breach within [***] thirty ([***]30) calendar days following such determination. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any payment obligations.

Disputes Regarding Material Breach. Notwithstanding the foregoing, if the Breaching Party in Section 11.2.2 10.2.4 or Section 11.2.3 10.2.5 disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within such [***] calendar day cure period or [***] calendar day notice period (as applicable)period, the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 11.2.2 10.2.4 or Section 11.2.310.2.5, or the alternative remedy provisions of Section 10.2.5, as applicable, unless and until it has been determined in accordance with Section 13.1 12.1 that this Agreement was materially breached by the Breaching Party and the Breaching Party fails to cure such breach within [***] ([***]) calendar days following such determination. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any payment obligations.

Disputes Regarding Material Breach. Notwithstanding the foregoing, if the Breaching Party in Section 11.2.2 10.2.2 or Section 11.2.3 10.2.3 disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within respectively such [***] calendar 60 day cure period or [***] calendar 30 day notice period (as applicable)period, the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 11.2.2 10.2.2 or Section 11.2.310.2.3, unless and until it has been determined in accordance with Section 13.1 12.1 that this Agreement was materially breached by the Breaching Party and the Breaching Party fails to cure such breach within [***] ([***]) calendar 30 days following such determination. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any payment obligations.

Disputes Regarding Material Breach. Notwithstanding the foregoing, if the Breaching Party in Section 11.2.2 10.2.2 or Section 11.2.3 10.2.3 disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within such [***] calendar sixty (60) day cure period or [***] calendar day notice period (as applicable)period, the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 11.2.2 10.2.2 or Section 11.2.310.2.3, or trigger the alternative remedy provisions of Section 10.3, as applicable, unless and until it has been determined in accordance with Section 13.1 12.1 that this Agreement was materially breached by the Breaching Party and the Breaching Party fails to cure such breach within [***] thirty ([***]30) calendar days following such determination. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any payment obligations.

Disputes Regarding Material Breach. Notwithstanding the foregoing, if the Breaching Party in Section 11.2.2 9.2.2 or Section 11.2.3 9.2.3 disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within such [***] calendar ninety (90) day cure period or [***] calendar day notice period (such other reasonable cure period, as applicable), the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 11.2.2 9.2.2 or Section 11.2.39.2.3, as applicable, unless and until it has been determined in accordance with Section 13.1 12.1 that this Agreement was materially breached by the Breaching Party and the Breaching Party fails to cure such breach within [***] ([***]) calendar days the allowed cure period following such determination. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any payment obligations.

Disputes Regarding Material Breach. Notwithstanding the foregoing, if the Breaching Party in Section 11.2.2 10.2.4 or Section 11.2.3 10.2.5 disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within such [***] calendar day cure period or [***] calendar day notice period (as applicable)]-day period, the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 11.2.2 10.2.4 or Section 11.2.310.2.5, or trigger the alternative remedy provisions of Section 10.3, as applicable, unless and until it has been determined in accordance with Section 13.1 12.1 that this Agreement was materially breached by the Breaching Party and the Breaching Party fails to cure such breach within [***] ([***]) calendar days following such determination. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any payment obligations.

Disputes Regarding Material Breach. Notwithstanding the foregoing, if the Breaching Party in Section 11.2.2 or Section 11.2.3 disputes in good faith the existence, materiality, or failure to cure of any such breach which that is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within such [***] calendar day the relevant cure period or [***] calendar day notice period (as applicable)period, the Non-Breaching Party [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. will not have the right to terminate this Agreement in accordance with Section 11.2.2 11.2.3, or Section 11.2.3the right to exercise the alternative remedy provisions of 11.3, as applicable, unless and until it the relevant dispute has been determined in accordance with Section 13.1 that this Agreement was materially breached by the Breaching Party and the Breaching Party fails to cure such breach within [***] ([***]) calendar days following such determinationresolved. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any payment obligations.

Disputes Regarding Material Breach. Notwithstanding the foregoing, if the Breaching Party in Section 11.2.2 10.2.4 or Section 11.2.3 10.2.5 disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within such [***] calendar day cure period or [***] calendar day notice period (as applicable)period, then the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 11.2.2 10.2.4 or Section 11.2.310.2.5, or trigger the substitution right under Section 10.2.4(a) or the alternative remedy provisions of Section 10.2.5, as applicable, unless and until it has been determined in accordance with Section 13.1 12.1 that this Agreement was materially breached by the Breaching Party and the Breaching Party fails to cure such breach within [***] ([***]) calendar days following such determination. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any payment obligations.

Disputes Regarding Material Breach. Notwithstanding the foregoing, if the Breaching Party in Section 11.2.2 10.2.4 or Section 11.2.3 10.2.5 disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within such [***] calendar 60 day cure period or [***] calendar day notice period (as applicable)period, the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 11.2.2 10.2.4 or Section 11.2.310.2.5, or trigger the substitution right under Section 10.2.4(a) or the alternative remedy provisions of Section 10.2.5, as applicable, unless and until it has been determined in accordance with Section 13.1 12.1 that this Agreement was materially breached by the Breaching Party and the Breaching Party fails to cure such breach within [***] ([***]) calendar 30 days following such determination. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any payment obligations.

Disputes Regarding Material Breach. Notwithstanding the foregoingforegoing in this Section 9.2.1, if the Breaching Party in Section 11.2.2 or Section 11.2.3 disputes in good faith the existence, materiality, failure to cure or failure to commence and commit to undertaking continuing diligent efforts to cure of any such breach which is not a payment alleged uncured material breach, and provides notice to the Non-Breaching Party of such dispute within such [***] calendar day cure period or [***] calendar day notice period (as applicable)the relevant Notice Period, then the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 11.2.2 or Section 11.2.39.2.1, unless and until (i) it has been determined in accordance with Section 13.1 10.5 or Section 10.6 that this Agreement was materially breached by the Breaching Party and (ii) the Breaching Party fails to cure such material breach within [***] ([***]) calendar days following after such determination. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any undisputed payment obligations.