Common use of Materiality Threshold Clause in Contracts

Materiality Threshold. Notwithstanding any other provision of this Agreement, in any proceeding for breach of this Agreement—or, following the eighteen (18) month anniversary of the date hereof, the International Program Rights Agreement (as amended by the IPRA Amendment), the Sales Agency Agreement or the Amended and Restated 2011 Program License Agreement (it being understood that any breach of the International Program Rights Agreement (as amended by the IPRA Amendment), the Sales Agency Agreement or the Amended and Restated 2011 Program License Agreement prior to the eighteen (18) month anniversary of the date hereof shall in no event be deemed to be material or give rise to a right of termination by the non-breaching party)—whether with respect to payment of the Telefutura Payment or otherwise, a finding of breach by the Umpire or private judge shall not be deemed material and shall not give rise to a right of termination by the non-breaching party unless: (i) in the case of a breach with respect to payment of the Telefutura Payment, the party against whom the determination of breach has been made by the private judge fails to pay the amount awarded by the Umpire or private judge within ten (10) Business Days of the decision by the Umpire or private judge; or (ii) in the case of a breach other than with respect to payment of the Telefutura Payment, the party against whom relief (preliminary or final) has been ordered or adjudged by the private judge or Umpire fails to comply with such order or judgment; or (iii) the party determined to be guilty of breach by the private judge or Umpire has twice previously been determined to be guilty of a breach (whether with respect to payment of the Telefutura Payment or otherwise) by the private judge or Umpire, such second breach having occurred subsequent to the determination by the private judge or Umpire of initial breach and such third breach having occurred subsequent to the determination by the private judge or Umpire of second breach, and each such breach is determined by the private judge to either (A) in the case of breaches with respect to payment of the Telefutura Payment, be a breach or a series of breaches committed within the same fiscal year which individually or in the aggregate are for amounts equal to or greater than ten percent (10%) of the Telefutura Payment due for the fiscal year immediately preceding the fiscal year in which the claimed breach or breaches occur, or if the series of breaches was not committed within the same fiscal year, which in the aggregate are for amounts equal to or greater than ten percent (10%) of the aggregate of the Telefutura Payment due for each fiscal year immediately preceding each of the fiscal years in which such claimed breaches occur, or (B) in the case of all other determined breaches, evince an intent to avoid, or reckless disregard for, compliance with the obligations that are the basis of the breach; or (iv) pursuant to Section 15.3(b). For the avoidance of doubt, any determination by the Umpire shall be conclusive as to whether there was a breach, and only the issue of whether the breach or breaches evince an intent to avoid or reckless disregard for compliance with the obligations that are the basis of the breach shall be determined by the private judge.

Materiality Threshold. Notwithstanding any other provision of this Agreement, in any proceeding for breach of this Agreement—or, following the eighteen (18) month anniversary of the date hereof, the International Program Rights Agreement (as amended by the IPRA Amendment), the Sales Agency Agreement or the Amended and Restated 2011 Program 0000 Xxxxxx License Agreement (it being understood that any breach of the International Program Rights Agreement (as amended by the IPRA Amendment), the Sales Agency Agreement or the Amended and Restated 2011 Program 0000 Xxxxxx License Agreement prior to the eighteen (18) month anniversary of the date hereof shall in no event be deemed to be material or give rise to a right of termination by the non-breaching party)—whether party)— whether with respect to payment of the Telefutura Payment Royalty or otherwise, a finding of breach by the Umpire or private judge shall not be deemed material and shall not give rise to a right of termination by the non-breaching party unless: (i) in the case of a breach with respect to payment of the Telefutura PaymentRoyalty, the party against whom the determination of breach has been made by the private judge fails to pay the amount awarded by the Umpire or private judge with interest in full within ten (10) Business Days of the decision by the Umpire or private judge; or (ii) in the case of a breach other than with respect to payment of the Telefutura PaymentRoyalty, the party against whom relief (preliminary or final) has been ordered or adjudged by the private judge or Umpire fails to comply with such order or judgment; or (iii) the party determined to be guilty of breach by the private judge or Umpire has twice previously been determined to be guilty of a breach (whether with respect to payment of the Telefutura Payment Royalty or otherwise) by the private judge or Umpire, such second breach having occurred subsequent to the determination by the private judge or Umpire of initial breach and such third breach having occurred subsequent to the determination by the private judge or Umpire of second breach, and each such breach is determined by the private judge to either (A) in the case of breaches with respect to payment of the Telefutura PaymentRoyalty, be a breach or a series of breaches committed within the same fiscal year which individually or in the aggregate are for amounts equal to or greater than ten percent (10%) of the Telefutura Payment Royalty due for the fiscal year immediately preceding the fiscal year in which the claimed breach or breaches occur, or if the series of breaches was not committed within the same fiscal year, which in the aggregate are for amounts equal to or greater than ten percent (10%) of the aggregate of the Telefutura Payment Royalty due for each fiscal year immediately preceding each of the fiscal years in which such claimed breaches occur, or (B) in the case of all other determined breaches, evince an intent to avoid, or reckless disregard for, compliance with the obligations that are the basis of the breach; or (iv) pursuant to Section 15.3(b). For the avoidance of doubt, any determination by the Umpire shall be conclusive as to whether there was a breach, and only the issue of whether the breach or breaches evince an intent to avoid or reckless disregard for compliance with the obligations that are the basis of the breach shall be determined by the private judge.

Materiality Threshold. Notwithstanding any other provision of this Agreement, in any proceeding for breach of this Agreement—or, following the eighteen (18) month anniversary of the date hereof, the International Program Rights Agreement (as amended by the IPRA Amendment), the Sales Agency Agreement or the Amended and Restated 2011 Program 0000 Xxxxxx License Agreement (it being understood that any breach of the International Program Rights Agreement (as amended by the IPRA Amendment), the Sales Agency Agreement or the Amended and Restated 2011 Program 0000 Xxxxxx License Agreement prior to the eighteen (18) month anniversary of the date hereof shall in no event be deemed to be material or give rise to a right of termination by the non-breaching party)—whether with respect to payment of the Telefutura Payment Royalty or otherwise, a finding of breach by the Umpire or private judge shall not be deemed material and shall not give rise to a right of termination by the non-breaching party unless: (i) in the case of a breach with respect to payment of the Telefutura PaymentRoyalty, the party against whom the determination of breach has been made by the private judge fails to pay the amount awarded by the Umpire or private judge with interest in full within ten (10) Business Days of the decision by the Umpire or private judge; or (ii) in the case of a breach other than with respect to payment of the Telefutura PaymentRoyalty, the party against whom relief (preliminary or final) has been ordered or adjudged by the private judge or Umpire fails to comply with such order or judgment; or (iii) the party determined to be guilty of breach by the private judge or Umpire has twice previously been determined to be guilty of a breach (whether with respect to payment of the Telefutura Payment Royalty or otherwise) by the private judge or Umpire, such second breach having occurred subsequent to the determination by the private judge or Umpire of initial breach and such third breach having occurred subsequent to the determination by the private judge or Umpire of second breach, and each such breach is determined by the private judge to either (A) in the case of breaches with respect to payment of the Telefutura PaymentRoyalty, be a breach or a series of breaches committed within the same fiscal year which individually or in the aggregate are for amounts equal to or greater than ten percent (10%) of the Telefutura Payment Royalty due for the fiscal year immediately preceding the fiscal year in which the claimed breach or breaches occur, or if the series of breaches was not committed within the same fiscal year, which in the aggregate are for amounts equal to or greater than ten percent (10%) of the aggregate of the Telefutura Payment Royalty due for each fiscal year immediately preceding each of the fiscal years in which such claimed breaches occur, or (B) in the case of all other determined breaches, evince an intent to avoid, or reckless disregard for, compliance with the obligations that are the basis of the breach; or (iv) pursuant to Section 15.3(b). For the avoidance of doubt, any determination by the Umpire shall be conclusive as to whether there was a breach, and only the issue of whether the breach or breaches evince an intent to avoid or reckless disregard for compliance with the obligations that are the basis of the breach shall be determined by the private judge.