Common use of Termination by Publisher Clause in Contracts

Termination by Publisher. (a) If QC commits a Material Default, Publisher may provide written notice to QC specifying such Material Default in reasonable detail (a "DEFAULT NOTICE"). Upon receipt of a Default Notice, QC may elect to (i) cure such Material Default (unless such Material Default is not susceptible to cure) and (ii) agree to indemnify Publisher pursuant to Section 5.4(b). If within ninety (90) days of Publisher providing QC with a Default Notice QC has not cured such Material Default (or, if not reasonably curable within such ninety (90) day period, provided Publisher with reasonable assurances that it has diligently commenced all actions necessary to cure such Material Default as soon as reasonably practicable) and given Publisher written notice of its agreement to indemnify Publisher for such Material Default Publisher may terminate this Agreement immediately. Notwithstanding the foregoing, if QC provides Publisher with written notice disputing the existence of a Material Default within ninety (90) days of the delivery of the Default Notice, the Parties will attempt in good faith to resolve such dispute and determine the appropriate remedial action, as follows (such action, "BREACH RESOLUTION PROCESS"): (A) the dispute will first be referred to a senior executive officer of each of QC and Publisher for ten (10) business days of the submission of the dispute to them; and (B) if such officers cannot resolve any such dispute within ten (10) business days, then the Parties will submit the dispute to binding arbitration pursuant to Section 9.7 below. If it is then determined via binding arbitration that such Material Default occurred and remains uncured following such binding arbitration, Publisher may terminate this Agreement immediately thereafter.

Termination by Publisher. (a) If QC Verizon commits a Material Default, Publisher may provide written notice to QC Verizon specifying such Material Default in reasonable detail (a "DEFAULT NOTICE"“Default Notice”). Upon receipt of a any Default Notice, QC Verizon may elect to (i) cure such the Material Default specified in such Default Notice (unless such Material Default is not susceptible to cure) and (ii) agree to indemnify Publisher pursuant to Section 5.4(b)) for any Losses relating to, arising out of or resulting from such Material Default. If within ninety (90) 45 days of Publisher providing QC with a Verizon’s receipt of any Default Notice QC Verizon has not cured such the Material Default specified in such Default Notice (or, if not reasonably curable within such ninety (90) 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently commenced taking all actions necessary to cure such Material Default as soon as reasonably practicable, not to exceed 90 days) and given Publisher written notice of its agreement to indemnify Publisher for any Losses relating to, arising out of or resulting from such Material Default Default, Publisher may terminate this Agreement immediatelyand/or seek a judicial remedy. Notwithstanding the foregoing, if QC Verizon provides Publisher with written notice disputing the existence of a the Material Default specified in such Default Notice within ninety (90) 45 days of the delivery Verizon’s receipt of the such Default Notice, the Parties will attempt shall, prior to seeking any judicial remedy, refer such dispute to a senior executive officer of each of Verizon and Publisher, who shall, for a minimum of 15 Business Days, act in good faith to resolve such dispute and determine the appropriate remedial action, as follows action (such actionprocess, "BREACH RESOLUTION PROCESS"): (A) the dispute will first be referred to a senior executive officer of each of QC and Publisher for ten (10) business days of the submission of the dispute to them; and (B) if such officers cannot resolve any such dispute within ten (10) business days, then the Parties will submit the dispute to binding arbitration pursuant to Section 9.7 below“Breach Resolution Process”). If it is then determined via binding arbitration that such the Material Default specified in such Dispute Notice occurred and remains uncured following such binding arbitrationuncured, Publisher may terminate this Agreement immediately thereafterand/or seek a judicial remedy.

Termination by Publisher. (a) If QC commits a Material Default, Publisher may provide written notice to QC specifying such Material Default in reasonable detail (a "DEFAULT NOTICEDefault Notice"). Upon receipt of a Default Notice, QC may elect to (i) cure such Material Default (unless such Material Default is not susceptible to cure) and (ii) agree to indemnify Publisher pursuant to Section 5.4(b). If within ninety (90) days of Publisher providing QC with a Default Notice QC has not cured such Material Default (or, if not reasonably curable within such ninety (90) day period, provided Publisher with reasonable assurances that it has diligently commenced all actions necessary to cure such Material Default as soon as reasonably practicable) and given Publisher written notice of its agreement to indemnify Publisher for such Material Default Publisher may terminate this Agreement immediately. Notwithstanding the foregoing, if QC provides Publisher with written notice disputing the existence of a Material Default within ninety (90) days of the delivery of the Default Notice, the Parties will attempt in good faith to resolve such dispute and determine the appropriate remedial action, as follows (such action, "BREACH RESOLUTION PROCESSBreach Resolution Process"): (A) the dispute will first be referred to a senior executive officer of each of QC and Publisher for ten (10) business days of the submission of the dispute to them; and (B) if such officers cannot resolve any such dispute within ten (10) business days, then the Parties will submit the dispute to binding arbitration pursuant to Section 9.7 below. If it is then determined via binding arbitration that such Material Default occurred and remains uncured following such binding arbitration, Publisher may terminate this Agreement immediately thereafter.

Termination by Publisher. (a) If QC SureWest commits a Material Default, Publisher may provide written notice to QC SureWest specifying such Material Default in reasonable detail (a "DEFAULT NOTICEDefault Notice"). Upon receipt of a any Default Notice, QC SureWest may elect to (i) cure such the Material Default specified in such Default Notice (unless such Material Default is not susceptible to cure) ), and (ii) agree to indemnify Publisher pursuant to Section 5.4(b)) for any Losses relating to, arising out of or resulting from such Material Default. If within ninety forty-five (9045) days of Publisher providing QC with a SureWest's receipt of any Default Notice QC SureWest has not cured such the Material Default specified in such Default Notice (or, if not reasonably curable within such ninety forty-five (9045) day period, provided Publisher with reasonable assurances that it has commenced and is diligently commenced taking all actions necessary to cure such Material Default as soon as reasonably practicable, not to exceed ninety (90) days) and given Publisher written notice of its agreement to indemnify Publisher for any Losses relating to, arising out of or resulting from such Material Default Default, Publisher may terminate this Agreement immediatelyand/or seek a judicial remedy. Notwithstanding the foregoing, if QC SureWest provides Publisher with written notice disputing the existence of a the Material Default specified in such Default Notice within ninety ten (9010) days of the delivery SureWest's receipt of the such Default Notice, the Parties will attempt shall, prior to seeking any judicial remedy, refer such dispute to a senior executive officer of each of SureWest and Publisher, who shall, for a minimum of five (5) business days, act in good faith to resolve such dispute and determine the appropriate remedial action, as follows action (such actionprocess, a "BREACH RESOLUTION PROCESSBreach Resolution Process"): (A) the dispute will first be referred to a senior executive officer of each of QC and Publisher for ten (10) business days of the submission of the dispute to them; and (B) if such officers cannot resolve any such dispute within ten (10) business days, then the Parties will submit the dispute to binding arbitration pursuant to Section 9.7 below). If it is then determined via binding arbitration that such the Material Default specified in such Dispute Notice occurred and remains uncured following such binding arbitrationuncured, Publisher may terminate this Agreement immediately thereafterand/or seek a judicial remedy.

Termination by Publisher. (a) If QC WIN commits a Material Default, Publisher may provide written notice to QC WIN specifying such Material Default in reasonable detail (a "DEFAULT NOTICE"“Default Notice”). Upon receipt of a Default Notice, QC WIN may elect to (i) cure such Material Default (unless such Material Default is not susceptible to cure) and (ii) agree to indemnify Publisher pursuant to Section 5.4(b)6.4(b) to the extent Publisher has incurred Losses. If If, within ninety (90) days of Publisher providing QC WIN with a Default Notice QC Notice, WIN has not cured such Material Default (or, if curable but not reasonably curable within such ninety (90) day 90)-day period, provided Publisher with reasonable assurances that it has diligently commenced all actions necessary to cure such Material Default as soon as reasonably practicable) and has not given Publisher written notice of its agreement to indemnify Publisher for such Material Default to the extent Publisher has incurred Losses, Publisher may terminate this Agreement immediately. Notwithstanding the foregoing, if QC WIN provides Publisher with written notice disputing the existence of a Material Default within ninety (90) days of the delivery of the Default Notice, the Parties will attempt in good faith to resolve such dispute and determine the appropriate remedial action, as follows (such action, "BREACH RESOLUTION PROCESS"): (A) including referral of the dispute will first be referred to a senior executive officer of each of QC WIN and Publisher for a period of ten (10) business days (“Breach Resolution Process”). If the Parties are unable to resolve such dispute by means of the submission Breach Resolution Process, WIN or Publisher may seek adjudication of such dispute as provided in Section 14.5. If neither WIN nor Publisher commences such an action within ninety (90) days after completion of the dispute to them; and (B) if such officers cannot resolve any such dispute within ten (10) business daysBreach Resolution Process, then the Parties will submit the dispute to binding arbitration or it is determined pursuant to Section 9.7 below. If it is then determined via binding arbitration 14.5 that such Material Default occurred and remains uncured following such binding arbitrationuncured, Publisher may terminate this Agreement immediately thereafter.

Termination by Publisher. (a) If QC Spinco commits a Material Default, Publisher may provide written notice to QC Spinco specifying such Material Default in reasonable detail (a "DEFAULT NOTICEDefault Notice"). Upon receipt of a any Default Notice, QC Spinco may elect to (i) cure such the Material Default specified in such Default Notice (unless such Material Default is not susceptible to cure) and (ii) agree to indemnify Publisher pursuant to Section 5.4(b)) for any Losses relating to, arising out of or resulting from such Material Default. If within ninety (90) 45 days of Publisher providing QC with a Spinco's receipt of any Default Notice QC Spinco has not cured such the Material Default specified in such Default Notice (or, if not reasonably curable within such ninety (90) 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently commenced taking all actions necessary to cure such Material Default as soon as reasonably practicable, not to exceed 90 days) and given Publisher written notice of its agreement to indemnify Publisher for any Losses relating to, arising out of or resulting from such Material Default Default, Publisher may terminate this Agreement immediatelyand/or seek a judicial remedy. Notwithstanding the foregoing, if QC Spinco provides Publisher with written notice disputing the existence of a the Material Default specified in such Default Notice within ninety (90) 45 days of the delivery Spinco's receipt of the such Default Notice, the Parties will attempt shall, prior to seeking any judicial remedy, refer such dispute to a senior executive officer of each of Spinco and Publisher, who shall, for a minimum of 15 Business Days, act in good faith to resolve such dispute and determine the appropriate remedial action, as follows action (such actionprocess, a "BREACH RESOLUTION PROCESSBreach Resolution Process"): (A) the dispute will first be referred to a senior executive officer of each of QC and Publisher for ten (10) business days of the submission of the dispute to them; and (B) if such officers cannot resolve any such dispute within ten (10) business days, then the Parties will submit the dispute to binding arbitration pursuant to Section 9.7 below). If it is then determined via binding arbitration that such the Material Default specified in such Dispute Notice occurred and remains uncured following such binding arbitrationuncured, Publisher may terminate this Agreement immediately thereafterand/or seek a judicial remedy.

Termination by Publisher. (a) If QC Spinco commits a Material Default, Publisher may provide written notice to QC Spinco specifying such Material Default in reasonable detail (a "DEFAULT NOTICE"“Default Notice”). Upon receipt of a any Default Notice, QC Spinco may elect to (i) cure such the Material Default specified in such Default Notice (unless such Material Default is not susceptible to cure) and (ii) agree to indemnify Publisher pursuant to Section 5.4(b)) for any Losses relating to, arising out of or resulting from such Material Default. If within ninety (90) 45 days of Publisher providing QC with a Spinco’s receipt of any Default Notice QC Spinco has not cured such the Material Default specified in such Default Notice (or, if not reasonably curable within such ninety (90) 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently commenced taking all actions necessary to cure such Material Default as soon as reasonably practicable, not to exceed 90 days) and given Publisher written notice of its agreement to indemnify Publisher for any Losses relating to, arising out of or resulting from such Material Default Default, Publisher may terminate this Agreement immediatelyand/or seek a judicial remedy. Notwithstanding the foregoing, if QC Spinco provides Publisher with written notice disputing the existence of a the Material Default specified in such Default Notice within ninety (90) 45 days of the delivery Spinco’s receipt of the such Default Notice, the Parties will attempt shall, prior to seeking any judicial remedy, refer such dispute to a senior executive officer of each of Spinco and Publisher, who shall, for a minimum of 15 Business Days, act in good faith to resolve such dispute and determine the appropriate remedial action, as follows action (such actionprocess, "BREACH RESOLUTION PROCESS"): (A) the dispute will first be referred to a senior executive officer of each of QC and Publisher for ten (10) business days of the submission of the dispute to them; and (B) if such officers cannot resolve any such dispute within ten (10) business days, then the Parties will submit the dispute to binding arbitration pursuant to Section 9.7 below“Breach Resolution Process”). If it is then determined via binding arbitration that such the Material Default specified in such Dispute Notice occurred and remains uncured following such binding arbitrationuncured, Publisher may terminate this Agreement immediately thereafterand/or seek a judicial remedy.