Material Non-Performance Sample Clauses
The Material Non-Performance clause defines the circumstances under which a party's significant failure to fulfill its contractual obligations constitutes a breach of contract. In practice, this clause typically outlines what actions or omissions qualify as material non-performance, such as missing critical deadlines, failing to deliver essential goods or services, or violating key terms of the agreement. Its core function is to provide a clear standard for when the non-breaching party may seek remedies, such as termination or damages, thereby ensuring accountability and protecting parties from substantial harm caused by the other party's failure to perform.
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Material Non-Performance. In the event of any Material Non-Performance by a party, the other party shall, without reasonable delay following discovery of such Material Non-Performance, notify the defaulting party in writing, and the parties shall consult with each other in good faith to endeavor to agree upon the most effective means to cure such Material Non- Performance and, if necessary, to effect a remedy in favor of the non-defaulting party for the consequences of such Material Non-Performance by the defaulting party (collectively, the "Resolution"). In the event (i) the parties are unable to agree upon Resolution, or (ii) the defaulting party, in the exercise of reasonable diligence shall have been unable to remedy such Material Non-Performance, then in either such event the remedy of the non-defaulting party with respect to the Material Non-Performance by the defaulting party shall be determined by arbitration pursuant to Section 20.2 hereof, and the arbitrators shall be authorized to fashion such remedy, including equitable relief, which may include termination of this Agreement in whole or in part, as the arbitrators shall determine appropriate, except that termination of this Agreement in whole shall only be the remedy of last resort.
Material Non-Performance. In the event that either Party (a "Defaulting Party") shall default in any material term, covenant or provision of this Agreement (a "Default"), the other Party (a "Non-Defaulting Party") shall, without unreasonable delay following discovery of such Default, notify the Defaulting Party in writing, and the Parties shall consult with each other in good faith to endeavor to determine whether a Default has occurred and, if so, to agree upon the most effective means to cure such Default and, if necessary, to effect restitution in favor of the Non-Defaulting Party for the consequences of such Default (collectively the "Resolution"). In the event that the Parties agree upon a Resolution with respect to a Monetary Default (as defined below), the Defaulting Party shall pay all amounts required to be paid pursuant to such Resolution within fifteen (15) days of such agreement on the Resolution. Failure to pay all such amounts within such fifteen