Common use of Termination by Publisher Clause in Contracts

Termination by Publisher. (a) If Verizon commits a Material Default, Publisher may provide written notice to Verizon specifying such Material Default in reasonable detail (a “Default Notice”). Upon receipt of any Default Notice, Verizon may elect to (i) cure 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 45 days of Verizon’s receipt of any Default Notice Verizon has not cured the Material Default specified in such Default Notice (or, if not reasonably curable within such 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently 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, Publisher may terminate this Agreement and/or seek a judicial remedy. Notwithstanding the foregoing, if Verizon provides Publisher with written notice disputing the existence of the Material Default specified in such Default Notice within 45 days of Verizon’s receipt of such Default Notice, the Parties 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 (such process, a “Breach Resolution Process”). If it is then determined that the Material Default specified in such Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement and/or seek a judicial remedy. (b) If Verizon (i) breaches Section 3.8(c) of this Agreement or (ii) commits a Material Default with respect to any Service Area as opposed to the Agreement taken as a whole (each of clauses (i) and (ii) a “Service Area Default”), Publisher may provide written notice to Verizon specifying such Service Area Default in reasonable detail (a “Service Area Default Notice”). Upon receipt of any Service Area Default Notice, Verizon may elect to (i) cure the Service Area Default specified in such Service Area Default Notice (unless such Service Area 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 Service Area Default. If within 45 days of Verizon’s receipt of any Service Area Default Notice Verizon has not cured the Service Area Default specified in such Service Area Default Notice (or, if not reasonably curable within such 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Service Area 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 Service Area Default, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy. Notwithstanding the foregoing, if Verizon provides Publisher with written notice disputing the existence of the Service Area Default specified in such Service Area Default Notice within 45 days of Verizon’s receipt of such Service Area Default Notice, the Parties shall, prior to seeking any judicial remedy, engage in a Breach Resolution Process. If it is then determined that the Service Area Default specified in such Service Area Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy.

Termination by Publisher. (a) If Verizon QC commits a Material Default, Publisher may provide written notice to Verizon QC specifying such Material Default in reasonable detail (a “Default Notice”"DEFAULT NOTICE"). Upon receipt of any a Default Notice, Verizon QC may elect to (i) cure the such 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 45 ninety (90) days of Verizon’s receipt of any Publisher providing QC with a Default Notice Verizon QC has not cured the such Material Default specified in such Default Notice (or, if not reasonably curable within such 45 ninety (90) day period, provided Publisher with reasonable assurances that it has diligently commenced and is diligently 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 and/or seek a judicial remedyimmediately. Notwithstanding the foregoing, if Verizon QC provides Publisher with written notice disputing the existence of the a Material Default specified in such Default Notice within 45 ninety (90) days of Verizon’s receipt the delivery of such the Default Notice, the Parties 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 will attempt in good faith to resolve such dispute and determine the appropriate remedial action action, as follows (such processaction, "BREACH RESOLUTION PROCESS"): (A) the dispute will first be referred to a “Breach Resolution Process”)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 the such Material Default specified in such Dispute Notice occurred and remains uncureduncured following such binding arbitration, Publisher may terminate this Agreement and/or seek a judicial remedyimmediately thereafter. (b) If Verizon Publisher believes that a Terminable Regulatory Change has occurred after the expiration of the Regulatory Reimbursement Period, it may, within one (1) year following the occurrence of such Terminable Regulatory Change, provide QC with written notice of its intent to terminate this Agreement, which written notice will be effective in ninety (90) days unless QC provides written notice to Publisher within such ninety (90) day period of its dispute that a Terminable Regulatory Change has occurred. If QC disputes the occurrence of a Terminable Regulatory Change, the Parties will attempt in good faith to resolve such dispute and determine the appropriate remedial action, as follows: (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 a Terminable Regulatory Change has been implemented after the expiration of the Regulatory Reimbursement Period, Publisher may terminate this Agreement immediately thereafter. (c) If QC (i) breaches Section 3.8(c3.10(c) of this Agreement or (ii) commits a Material Default with respect to any Service Area as opposed to the Agreement taken as a whole (each of clauses (i) and (ii) a “Service Area Default”"SERVICE AREA DEFAULT"), Publisher may provide written notice to Verizon QC specifying such Service Area Default in reasonable detail (a “Service Area Default Notice”"SERVICE AREA DEFAULT NOTICE"). Upon receipt of any a Service Area Default Notice, Verizon QC may elect to (iA) cure the Service Area Default specified in such Service Area Default Notice (unless such Service Area Default is not susceptible to cure) and (iiB) agree to indemnify Publisher pursuant to Section 5.4(b) for any Losses relating to, arising out of or resulting from such Service Area Default). If within 45 ninety (90) days of Verizon’s receipt of any Publisher providing Publishing Agreement for Official Listing/Directories Execution Copy QC with a Service Area Default Notice Verizon QC has not cured the Service Area Default specified in such Service Area Default Notice (or, if not reasonably curable within such 45 ninety (90) day period, provided Publisher with reasonable assurances that it has diligently commenced and is diligently taking all actions necessary to cure such Service Area 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 Service Area Default, Publisher may terminate this Agreement with respect to Service Area(s) that are the Service Area specified in subject of such Service Area Default Notice and/or seek a judicial remedyDefault. Notwithstanding the foregoing, if Verizon QC provides Publisher with written notice disputing the existence of the a Service Area Default specified in such Service Area Default Notice within 45 ninety (90) days of Verizon’s receipt the delivery of such a Service Area Default Notice, the Parties shall, prior will attempt in good faith to seeking any judicial remedy, engage in resolve such dispute and determine the appropriate remedial action pursuant to a Breach Resolution Process. If it is then determined via binding arbitration that the a Service Area Default specified in such Service Area Dispute Notice occurred and remains uncureduncured following such binding arbitration, Publisher may terminate immediately this Agreement with respect to the Service Area specified in Area(s) that are the subject of such Service Area Default Notice and/or seek a judicial remedyDefault.

Termination by Publisher. (a) If Verizon Spinco commits a Material Default, Publisher may provide written notice to Verizon Spinco specifying such Material Default in reasonable detail (a “"Default Notice”"). Upon receipt of any Default Notice, Verizon Spinco may elect to (i) cure 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 45 days of Verizon’s Spinco's receipt of any Default Notice Verizon Spinco has not cured the Material Default specified in such Default Notice (or, if not reasonably curable within such 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently 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, Publisher may terminate this Agreement and/or seek a judicial remedy. Notwithstanding the foregoing, if Verizon Spinco provides Publisher with written notice disputing the existence of the Material Default specified in such Default Notice within 45 days of Verizon’s Spinco's receipt of such Default Notice, the Parties shall, prior to seeking any judicial remedy, refer such dispute to a senior executive officer of each of Verizon 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 (such process, a “"Breach Resolution Process”"). If it is then determined that the Material Default specified in such Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement and/or seek a judicial remedy. (b) If Verizon Spinco (i) breaches Section 3.8(c) of this Agreement or (ii) commits a Material Default with respect to any Service Area as opposed to the Agreement taken as a whole (each of clauses (i) and (ii) a “"Service Area Default”"), Publisher may provide written notice to Verizon Spinco specifying such Service Area Default in reasonable detail (a “"Service Area Default Notice”"). Upon receipt of any Service Area Default Notice, Verizon Spinco may elect to (i) cure the Service Area Default specified in such Service Area Default Notice (unless such Service Area 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 Service Area Default. If within 45 days of Verizon’s Spinco's receipt of any Service Area Default Notice Verizon Spinco has not cured the Service Area Default specified in such Service Area Default Notice (or, if not reasonably curable within such 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Service Area 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 Service Area Default, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy. Notwithstanding the foregoing, if Verizon Spinco provides Publisher with written notice disputing the existence of the Service Area Default specified in such Service Area Default Notice within 45 days of Verizon’s Spinco's receipt of such Service Area Default Notice, the Parties shall, prior to seeking any judicial remedy, engage in a Breach Resolution Process. If it is then determined that the Service Area Default specified in such Service Area Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy.

Termination by Publisher. (a) If Verizon WIN commits a Material Default, Publisher may provide written notice to Verizon WIN specifying such Material Default in reasonable detail (a “Default Notice”). Upon receipt of any a Default Notice, Verizon WIN may elect to (i) cure the such 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(b6.4(b) for any Losses relating toto the extent Publisher has incurred Losses. If, arising out of or resulting from such Material Default. If within 45 ninety (90) days of Verizon’s receipt of any Publisher providing WIN with a Default Notice Verizon Notice, WIN has not cured the such Material Default specified in such Default Notice (or, if curable but not reasonably curable within such 45 day ninety (90)-day period, provided Publisher with reasonable assurances that it has diligently commenced and is diligently taking all actions necessary to cure such Material Default as soon as reasonably practicable, not to exceed 90 days) and has not given Publisher written notice of its agreement to indemnify Publisher for any Losses relating to, arising out of or resulting from such Material DefaultDefault to the extent Publisher has incurred Losses, Publisher may terminate this Agreement and/or seek a judicial remedyimmediately. Notwithstanding the foregoing, if Verizon WIN provides Publisher with written notice disputing the existence of the a Material Default specified in such Default Notice within 45 ninety (90) days of Verizon’s receipt the delivery of such the Default Notice, the Parties shallwill attempt in good faith to resolve such dispute and determine the appropriate remedial action, prior to seeking any judicial remedy, refer such including referral of the dispute to a senior executive officer of each of Verizon WIN and Publisher, who shall, Publisher for a minimum period of 15 Business Daysten (10) business days (“Breach Resolution Process”). If the Parties are unable to resolve such dispute by means of the Breach Resolution Process, act 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 Breach Resolution Process, or it is determined pursuant to Section 14.5 that such Material Default occurred and remains uncured, Publisher may terminate this Agreement immediately thereafter. (b) If Publisher believes that a Terminable Regulatory Change has occurred, it may, within one (1) year following the occurrence of such Terminable Regulatory Change, provide WIN with written notice of its intent to terminate this Agreement, which written notice will be effective in ninety (90) days unless WIN provides written notice to Publisher within such ninety (90)-day period disputing that a Terminable Regulatory Change has occurred. If WIN disputes the occurrence of a Terminable Regulatory Change, the Parties will attempt in good faith to resolve such dispute and determine the appropriate remedial action (such process, a “pursuant to the Breach Resolution Process”). If the Parties are unable to resolve such dispute by means of the 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 Breach Resolution Process, or it is then determined pursuant to Section 14.5 that the Material Default specified in such Dispute Notice Terminable Regulatory Change occurred and remains uncured, Publisher may terminate this Agreement and/or seek a judicial remedyimmediately thereafter. (bc) If Verizon (i) breaches Section 3.8(c) of this Agreement or (ii) WIN commits a Material Default with respect to any Service Area as opposed to the Agreement taken as a whole (each of clauses (i) and (ii) a “Service Area Default”), Publisher may provide written notice to Verizon WIN specifying such Service Area Default in reasonable detail (a “Service Area Default Notice”). Upon receipt of any Service Area Default Notice, Verizon may elect to (i) cure the Service Area Default specified in such Service Area Default Notice (unless such Service Area 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 Service Area Default. If within 45 days of Verizon’s receipt of any Service Area Default Notice Verizon has not cured the Service Area Default specified in such Service Area Default Notice (or, if not reasonably curable within such 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Service Area 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 Service Area Default, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy. Notwithstanding the foregoing, if Verizon provides Publisher with written notice disputing the existence of the Service Area Default specified in such Service Area Default Notice within 45 days of Verizon’s receipt of such Service Area Default Notice, the Parties shall, prior to seeking any judicial remedy, engage in a Breach Resolution Process. If it is then determined that the Service Area Default specified in such Service Area Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy.reasonable

Termination by Publisher. (a) If Verizon Spinco commits a Material Default, Publisher may provide written notice to Verizon Spinco specifying such Material Default in reasonable detail (a “Default Notice”). Upon receipt of any Default Notice, Verizon Spinco may elect to (i) cure 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 45 days of VerizonSpinco’s receipt of any Default Notice Verizon Spinco has not cured the Material Default specified in such Default Notice (or, if not reasonably curable within such 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently 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, Publisher may terminate this Agreement and/or seek a judicial remedy. Notwithstanding the foregoing, if Verizon Spinco provides Publisher with written notice disputing the existence of the Material Default specified in such Default Notice within 45 days of VerizonSpinco’s receipt of such Default Notice, the Parties shall, prior to seeking any judicial remedy, refer such dispute to a senior executive officer of each of Verizon 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 (such process, a “Breach Resolution Process”). If it is then determined that the Material Default specified in such Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement and/or seek a judicial remedy. (b) If Verizon Spinco (i) breaches Section 3.8(c) of this Agreement or (ii) commits a Material Default with respect to any Service Area as opposed to the Agreement taken as a whole (each of clauses (i) and (ii) a “Service Area Default”), Publisher may provide written notice to Verizon Spinco specifying such Service Area Default in reasonable detail (a “Service Area Default Notice”). Upon receipt of any Service Area Default Notice, Verizon Spinco may elect to (i) cure the Service Area Default specified in such Service Area Default Notice (unless such Service Area 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 Service Area Default. If within 45 days of VerizonSpinco’s receipt of any Service Area Default Notice Verizon Spinco has not cured the Service Area Default specified in such Service Area Default Notice (or, if not reasonably curable within such 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Service Area 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 Service Area Default, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy. Notwithstanding the foregoing, if Verizon Spinco provides Publisher with written notice disputing the existence of the Service Area Default specified in such Service Area Default Notice within 45 days of VerizonSpinco’s receipt of such Service Area Default Notice, the Parties shall, prior to seeking any judicial remedy, engage in a Breach Resolution Process. If it is then determined that the Service Area Default specified in such Service Area Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy.

Termination by Publisher. (a) If Verizon SureWest commits a Material Default, Publisher may provide written notice to Verizon SureWest specifying such Material Default in reasonable detail (a “"Default Notice”"). Upon receipt of any Default Notice, Verizon SureWest may elect to (i) cure 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 45 forty-five (45) days of Verizon’s SureWest's receipt of any Default Notice Verizon SureWest has not cured the Material Default specified in such Default Notice (or, if not reasonably curable within such 45 forty-five (45) day period, provided Publisher with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Material Default as soon as reasonably practicable, not to exceed 90 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, Publisher may terminate this Agreement and/or seek a judicial remedy. Notwithstanding the foregoing, if Verizon SureWest provides Publisher with written notice disputing the existence of the Material Default specified in such Default Notice within 45 ten (10) days of Verizon’s SureWest's receipt of such Default Notice, the Parties shall, prior to seeking any judicial remedy, refer such dispute to a senior executive officer of each of Verizon SureWest and Publisher, who shall, for a minimum of 15 Business Daysfive (5) business days, act in good faith to resolve such dispute and determine the appropriate remedial action (such process, a “"Breach Resolution Process”"). If it is then determined that the Material Default specified in such Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement and/or seek a judicial remedy. (b) If Verizon SureWest (i) breaches Section 3.8(c) of this Agreement Agreement, or (ii) commits a Material Default with respect to any Service Area as opposed to the Agreement taken as a whole (each of clauses (i) and (ii) a “"Service Area Default”")), Publisher may provide written notice to Verizon SureWest specifying such Service Area Default in reasonable detail (a “"Service Area Default Notice”"). Upon receipt of any Service Area Default Notice, Verizon SureWest may elect to (i) cure the Service Area Default specified in such Service Area Default Notice (unless such Service Area 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 Service Area Default. If within 45 forty-five (45) days of Verizon’s SureWest's receipt of any Service Area Default Notice Verizon SureWest has not cured the Service Area Default specified in such Service Area Default Notice (or, if not reasonably curable within such 45 forty-five (45) day period, provided Publisher with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Service Area Default as soon as reasonably practicable, not to exceed 90 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 Service Area Default, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy. Notwithstanding the foregoing, if Verizon SureWest provides Publisher with written notice disputing the existence of the Service Area Default specified in such Service Area Default Notice within 45 ten (10) days of Verizon’s SureWest's receipt of such Service Area Default Notice, the Parties shall, prior to seeking any judicial remedy, engage in a Breach Resolution Process. If it is then determined that the Service Area Default specified in such Service Area Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy.

Termination by Publisher. (a) If Verizon QC commits a Material Default, Publisher may provide written notice to Verizon QC specifying such Material Default in reasonable detail (a “"Default Notice”"). Upon receipt of any a Default Notice, Verizon QC may elect to (i) cure the such 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 45 ninety (90) days of Verizon’s receipt of any Publisher providing QC with a Default Notice Verizon QC has not cured the such Material Default specified in such Default Notice (or, if not reasonably curable within such 45 ninety (90) day period, provided Publisher with reasonable assurances that it has diligently commenced and is diligently 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 and/or seek a judicial remedyimmediately. Notwithstanding the foregoing, if Verizon QC provides Publisher with written notice disputing the existence of the a Material Default specified in such Default Notice within 45 ninety (90) days of Verizon’s receipt the delivery of such the Default Notice, the Parties 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 will attempt in good faith to resolve such dispute and determine the appropriate remedial action action, as follows (such processaction, a “"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 the such Material Default specified in such Dispute Notice occurred and remains uncureduncured following such binding arbitration, Publisher may terminate this Agreement and/or seek a judicial remedyimmediately thereafter. (b) If Verizon Publisher believes that a Terminable Regulatory Change has occurred after the expiration of the Regulatory Reimbursement Period, it may, within one (1) year following the occurrence of such Terminable Regulatory Change, provide QC with written notice of its intent to terminate this Agreement, which written notice will be effective in ninety (90) days unless QC provides written notice to Publisher within such ninety (90) day period of its dispute that a Terminable Regulatory Change has occurred. If QC disputes the occurrence of a Terminable Regulatory Change, the Parties will attempt in good faith to resolve such dispute and determine the appropriate remedial action, as follows: (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 a Terminable Regulatory Change has been implemented after the expiration of the Regulatory Reimbursement Period, Publisher may terminate this Agreement immediately thereafter. (c) If QC (i) breaches Section 3.8(c3.10(c) of this Agreement or (ii) commits a Material Default with respect to any Service Area as opposed to the Agreement taken as a whole (each of clauses (i) and (ii) a “"Service Area Default”"), Publisher may provide written notice to Verizon QC specifying such Service Area Default in reasonable detail (a “"Service Area Default Notice”"). Upon receipt of any a Service Area Default Notice, Verizon QC may elect to (iA) cure the Service Area Default specified in such Service Area Default Notice (unless such Service Area Default is not susceptible to cure) and (iiB) agree to indemnify Publisher pursuant to Section 5.4(b) for any Losses relating to, arising out of or resulting from such Service Area Default). If within 45 ninety (90) days of Verizon’s receipt of any Publisher providing QC with a Service Area Default Notice Verizon QC has not cured the Service Area Default specified in such Service Area Default Notice (or, if not reasonably curable within such 45 ninety (90) day period, provided Publisher with reasonable assurances that it has diligently commenced and is diligently taking all actions necessary to cure such Service Area 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 Service Area Default, Publisher may terminate this Agreement with respect to Service Area(s) that are the Service Area specified in subject of such Service Area Default Notice and/or seek a judicial remedyDefault. Notwithstanding the foregoing, if Verizon QC provides Publisher with written notice disputing the existence of the a Service Area Default specified in such Service Area Default Notice within 45 ninety (90) days of Verizon’s receipt the delivery of such a Service Area Default Notice, the Parties shall, prior will attempt in good faith to seeking any judicial remedy, engage in resolve such dispute and determine the appropriate remedial action pursuant to a Breach Resolution Process. If it is then determined via binding arbitration that the a Service Area Default specified in such Service Area Dispute Notice occurred and remains uncureduncured following such binding arbitration, Publisher may terminate immediately this Agreement with respect to the Service Area specified in Area(s) that are the subject of such Service Area Default Notice and/or seek a judicial remedyDefault.

Termination by Publisher. (a) If Verizon QC commits a Material Default, Publisher may provide written notice to Verizon QC specifying such Material Default in reasonable detail (a “"Default Notice”"). Upon receipt of any a Default Notice, Verizon QC may elect to (i) cure the such 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 45 ninety (90) days of Verizon’s receipt of any Publisher providing QC with a Default Notice Verizon QC has not cured the such Material Default specified in such Default Notice (or, if not reasonably curable within such 45 ninety (90) day period, provided Publisher with reasonable assurances that it has diligently commenced and is diligently 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 and/or seek a judicial remedyimmediately. Notwithstanding the foregoing, if Verizon QC provides Publisher with written notice disputing the existence of the a Material Default specified in such Default Notice within 45 ninety (90) days of Verizon’s receipt the delivery of such the Default Notice, the Parties 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 will attempt in good faith to resolve such dispute and determine the appropriate remedial action action, as follows (such processaction, a “"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 the such Material Default specified in such Dispute Notice occurred and remains uncureduncured following such binding arbitration, Publisher may terminate this Agreement and/or seek a judicial remedyimmediately thereafter. (b) If Verizon Publisher believes that a Terminable Regulatory Change has occurred after the expiration of the Regulatory Reimbursement Period, it may, within one (1) year following the occurrence of such Terminable Regulatory Change, provide QC with written notice of its intent to terminate this Agreement, which written notice will be effective in ninety (90) days unless QC provides written notice to Publisher within such ninety (90) day period of its dispute that a Terminable Regulatory Change has occurred. If QC disputes the occurrence of a Terminable Regulatory Change, the Parties will attempt in good faith to resolve such dispute and determine the appropriate remedial action, as follows: (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 a Terminable Regulatory Change has been implemented after the expiration of the Regulatory Reimbursement Period, Publisher may terminate this Agreement immediately thereafter. (c) If QC (i) breaches Section 3.8(c3.10(c) of this Agreement or (ii) commits a Material Default with respect to any Service Area as opposed to the Agreement taken as a whole (each of clauses (i) and (ii) a “"Service Area Default”), ") Publisher may provide written notice to Verizon QC specifying such Service Area Default in reasonable detail (a “"Service Area Default Notice”"). Upon receipt of any a Service Area Default Notice, Verizon QC may elect to (iA) cure the Service Area Default specified in such Service Area Default Notice (unless such Service Area Default is not susceptible to cure) and (iiB) agree to indemnify Publisher pursuant to Section 5.4(b) for any Losses relating to, arising out of or resulting from such Service Area Default). If within 45 days of Verizon’s receipt of any Service Area Default Notice Verizon has not cured the Service Area Default specified in such Service Area Default Notice (or, if not reasonably curable within such 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Service Area 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 Service Area Default, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy. Notwithstanding the foregoing, if Verizon provides Publisher with written notice disputing the existence of the Service Area Default specified in such Service Area Default Notice within 45 days of Verizon’s receipt of such Service Area Default Notice, the Parties shall, prior to seeking any judicial remedy, engage in a Breach Resolution Process. If it is then determined that the Service Area Default specified in such Service Area Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy.ninety