Common use of Performance Disputes; Fees Clause in Contracts

Performance Disputes; Fees. Subject to Section 4.1 and Section 6.2 hereof, in the event any Dispute (as defined below) arises between the parties regarding the Service Provider’s or its designees’ failure to provide one or more material Services at or above the Applicable Service Level, and the Service Provider has not cured such failure within fifteen (15) days of written notice (or a reasonably shorter period of time, in light of the nature of the Dispute), the Receiving Party shall be entitled to withhold from payment an amount of money equal to lesser of (i) the cost of commercially reasonable alternative arrangements to procure such Services from an alternative source, if applicable and (ii) in the case of Albertson’s as the Receiving Party, $15,000,000, and in the case of SVU as the Receiving Party, $300,000, in each case aggregating all Non-Performance Holdback amounts then subject to Dispute) (such amount, the “Non-Performance Holdback”), until such Service Disruption or Dispute has been resolved. Upon resolution of any such Dispute the Non-Performance Holdback (or any greater or lesser amount agreed to by the parties in lieu thereof) shall be paid promptly to the Service Provider or the Receiving Party, as applicable, as shall be determined in accordance with the resolution of such Dispute.

Performance Disputes; Fees. Subject to Section 4.1 and Section 6.2 hereof, in the event any Dispute (as defined below) arises between the parties regarding the Service Provider’s or its designees’ failure to provide one or more material Services at or above the Applicable Service Level, and the Service Provider has not cured such failure within fifteen (15) days of written notice (or a reasonably shorter period of time, in light of the nature of the Dispute), the Receiving Party shall be entitled to withhold from payment an amount of money equal to lesser of (i) the cost of commercially reasonable alternative arrangements to procure such Services from an alternative source, if applicable and (ii) in the case of New Albertson’s as the Receiving Party, $15,000,000, and in the case of SVU as the Receiving Party, $300,000, in each case aggregating all Non-Performance Holdback amounts then subject to Dispute) (such amount, the “Non-Performance Holdback”), until such Service Disruption or Dispute has been resolved. Upon resolution of any such Dispute the Non-Performance Holdback (or any greater or lesser amount agreed to by the parties in lieu thereof) shall be paid promptly to the Service Provider or the Receiving Party, as applicable, as shall be determined in accordance with the resolution of such Dispute.