Other Material Breaches. Content Participant agrees that AACS LA shall be entitled to seek actual damages according to the terms of this Section 10.3 provided that AACS LA first provides Content Participant with (i) written notice and (ii) an opportunity to cure if and to the same extent that Content Participant would have an opportunity to cure in the event that AACS LA were seeking termination under Section 8.1.3. In the event of a material breach that involves any provision of this Agreement, other than Sections 2.4, 2.9 and 2.10 or those covered by Sections 10.2.1, 10.2.2, 10.2.3, 10.3.4 or 10.2.5, and such breach is not cured or Content Participant is not entitled to cure following notice consistent with Section 8.1.3, Content Participant shall be liable to AACS LA for actual damages up to but not in excess of eight million U.S. dollars (US$8,000,000). AACS LA agrees that systemic failures of the AACS Technology, or any aspect of the AACS Technology, that are not caused by breaches by Content Participant shall not trigger application of the provisions of this Section 10.3 to Content Participant and/or its products.
Other Material Breaches. Adopter agrees that AACS LA shall be entitled to seek actual damages according to the terms of this Section 9.5 provided that AACS LA or a Third Party Beneficiary first provides Adopter with (i) written notice and
Other Material Breaches. (a) Except as set forth in SECTION 8.1, in the event one party determines that the other party has committed a material breach of a provision of this Agreement, such party may provide written notice to the breaching party ("Breach Notice") specifying the material breach complained of in reasonable detail and requiring such other party to rectify such breach. The breaching party shall then have ninety (90) days from receipt of the Breach Notice to rectify such breach or, if such material breach is such that it cannot be rectified within the said ninety (90) day period but is capable of being rectified within a reasonable period of time thereafter, to begin to rectify such breach within such ninety (90) day period and thereafter to proceed diligently to complete the rectification of the breach within a reasonable period. In the event that the party receiving the Breach Notice does not rectify the breach within the time period specified in the preceding sentence, the non-breaching party shall have the right to invoke binding arbitration pursuant to SECTION 8.3. Such arbitration shall be the sole and exclusive dispute resolution mechanism for resolving such matter, the parties hereto voluntarily waiving for themselves and their respective Affiliates any other rights or remedies any of them may have in any jurisdiction to resolve such matter.
Other Material Breaches. Service Provider agrees that AACS LA shall be entitled to seek actual damages according to the terms of this Section 8.4 provided that AACS LA first provides Service Provider with (i) written notice and (ii) an opportunity to cure if and to the same extent that Service Provider would have an opportunity to cure in the event that AACS LA were seeking termination under Section 6.1.4. In the event of a material breach that involves any provision of this Agreement, other than Sections 2.6, 2.9 and 2.10 or those covered by Sections 8.3.1, 8.3.2, or 8.3.3 such breach is not cured or Service Provider is not entitled to cure following notice consistent with Section 6.1.4, Service Provider shall be liable to AACS LA for actual damages up to but not in excess of eight million dollars ($8,000,000). AACS LA agrees that systemic failures of the AACS Technology, or any aspect of the AACS Technology, that are not caused by breaches by Service Provider shall not trigger application of the provisions of this Section 8.4 to Service Provider and/or its services.
Other Material Breaches. Buyer’s material breach of any other term or condition of this Agreement, if such breach is not cured within the earlier of: (x) fifteen (15) days after the TJPA gives written notice to Buyer, or (y) the
Other Material Breaches. If the Department sends written notice to Bank notifying Bank of any of the following, and Bank fails to cure the condition within 5 calendar days from the date of the notice, the Department may cancel this Contract by sending Bank written notice, which states the effective date of cancellation: any material breach of this Contract not otherwise addressed by another cancellation provision in this Contract; discontinues the performance of the work; fails to resume work that has been discontinued; becomes insolvent or is declared bankrupt which status is not resolved within 30 days; makes an assignment for the benefit of creditors without the approval of the Department; makes or has made an intentional material misrepresentation or omission in any materials provided to the Department; fails to maintain the required insurance.
Other Material Breaches. If Licensee fails to perform any of its material obligations hereunder, Licensor may terminate this Agreement upon [———]36 days’ notice, unless Licensee cures any such material breach within said [———]37 days; provided, however, that if such cure cannot be reasonably be effected within such [———]38 day period, cure is being diligently prosecuted by Licensee with reasonable prospects for a cure within a commercially reasonable time, but in no event longer than [———]39 days.
Other Material Breaches. If Licensee fails to perform any of its material obligations hereunder, Licensor may terminate this Agreement upon [———-]76 notice, unless Licensee cures any such material breach within said [———-]77; provided, however, that if such cure cannot be reasonably be effected within such [———-]78 period, cure is being diligently prosecuted by Licensee with reasonable prospects for a cure within a commercially reasonable time. 68 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.68. 69 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.69. 70 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.70. 71 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.71. 72 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.72. 73 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.73. 74 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.74. 75 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.75. 76 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.76. 77 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.77. 78 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.78.
Other Material Breaches. Except as provided by Sections 11.3.1 or 11.3.2, this Agreement may be terminated at any time during the Term upon written notice by Shire if Synageva is in material breach of its obligations hereunder and has not cured such breach within ninety (90) days after receiving written notice from Shire requesting that Synageva cure the material breach; provided, however, that if any such breach is not reasonably curable within ninety (90) days and if a Synageva is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional ninety (90) days, in order to permit Synageva a reasonable period of time to cure such breach; provided, further, that in the event that there is a dispute between the Parties regarding whether Synageva is in such claimed material breach of this Agreement or whether such claimed breach gives Shire the right to terminate this Agreement and Synageva initiates a legal action [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission. against Shire in a court of competent jurisdiction to resolve such dispute within the foregoing cure period (or such longer period as may be agreed in writing by Shire and Synageva), then this Agreement shall not terminate during the pendency of such legal action (i.e., the cure period will be tolled during the pendency of such legal action, including any appeals); provided that if Synageva is found in a final judgment or order by such court of competent jurisdiction that is no longer subject to appellate review to have committed such material breach of this Agreement and failed to cure such breach or if Synageva admits in writing in such legal action or in any settlement agreement in respect thereof that it has committed such material breach of this Agreement and failed to cure such breach, then this Agreement shall terminate ten (10) business days following such final and no longer reviewable judgment or order, or such written admission, unless Synageva cures such breach prior to the expiration of such ten (10) business day period (or unless any such settlement agreement provides otherwise, in which case such settlement agreement shall control.
Other Material Breaches. If the material breach does not have, or is not reasonably likely to have, a material adverse effect on the Development, Manufacture or Commercialization of any RNAi Therapeutic Product or [**] Product, then the Non-Breaching Party shall be entitled to pursue any and all remedies available to it for such breach, including without limitation, damages and specific performance, other than the termination of this Agreement in whole or in part.
