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Material Breach. Either Party may terminate this Agreement for any material breach by the other Party, provided that the terminating Party gives the breaching Party written notice of such breach and if the Party receiving notice of breach fails to cure, or fails to dispute, that breach within sixty (60) days, then the Party originally delivering the notice of breach may terminate this Agreement on written notice of termination. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within

Material Breach. EitherSubject to [Section 3.2.3], either Party may terminate this Agreement for cause at any material breachtime during the Term by the other Party, provided that the terminating Party gives the breaching Partygiving written notice of such breach and if the Party receiving notice of breach fails to cure, or fails to dispute, that breach within sixty (60) days, then the Party originally delivering the notice of breach may terminate this Agreement on written notice of termination. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party in the event that such other Party commits a material breach of its obligations under this Agreement and such material breach remains uncured for ninety (90) days from the date of such notice; provided, however, that if any breach is not reasonably curable within ninety (90) days and if the breaching Party 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 in order to permit the breaching Party a reasonable period of time to cure such breach.

Termination for Material Breach. EitherIf either Party maymaterially breaches this Agreement at any time, the non-breaching Party shall have the right to terminate this Agreement for anyby written notice to the breaching Party, if such material breach is not cured within thirty (30) days after written notice is given for a payment breach, and sixty (60) days in the case of any other breach, by the other Party, provided that the terminatingnon-breaching Party givesto the breaching Party written notice ofspecifying the material breach. The foregoing notwithstanding, if such breach and ifis cured or remedied or shown to be non-existent within the Party receiving notice of breach fails to cure,aforesaid thirty (30) or fails to dispute, that breach within sixty (60) days, then the Party originally deliveringday period, as applicable, the notice shall be automatically withdrawn and of breach may terminate this Agreement on written notice of termination. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party withinno effect.

Termination for Material Breach. Either Party may terminate this Agreement for any material breach byin its entirety immediately upon notice to the other Party, provided thatParty if such other Party materially breaches this Agreement and has not cured such breach to the terminatingreasonable satisfaction of the other Party gives the breaching Partywithin sixty (60) days (“Cure Period”) after written notice of such breach andfrom the non-breaching Party; provided, however, that the Cure Period will be extended for an additional thirty (30) days if the breaching Party receivinghas begun good faith efforts to remedy such breach within the initial Cure Period and provides to the non-breaching Party a written plan to cure such breach within such Cure Period extension. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party, and such alleged breaching Party provides the other Party notice of breach fails to cure, or fails to dispute, that breachsuch Dispute within sixty (60) days,days after receipt of notice of such breach, then the other Party originally delivering the notice of breach may not terminate this Agreement on written notice of termination. Ifunder this Section 9.3 unless and until an arbitral panel in accordance with Section 10.3 determines that the allegedlyalleged breaching Party in good faith disputeshas materially breached the Agreement and such material breach or disputes the failureParty fails to cure or remedy such material breach and provides written noticewithin the applicable cure period set forth above commencing on the date of that dispute to the other Party withinsuch decision.

Termination For Material Breach. EitherIf either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of this Agreement (including any material breach of a representation or warranty made in this Agreement), then the Non-Breaching Party may deliver notice of such breach to the Breaching Party. If the Breaching Party fails to cure such breach within the ​ day period after the Breaching Party’s receipt of such notice, the Non-Breaching Party may terminate this Agreement for any material breach by the other Party, provided that the terminating Party gives the breaching Partyin its entirety upon written notice of such breach and if the Party receiving notice of breach fails to cure, or fails to dispute, that breach within sixty (60) days, then the Party originally delivering the notice of breach may terminate this Agreement on written notice of termination. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party withinBreaching Party.

Material Breach. Either PartyIn the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within ninety (90) days after receiving written notice thereof, the other party may terminate this Agreement for any material breach by the other Party, provided that the terminating Party gives the breaching Partyimmediately upon written notice of such breach and if the Party receiving notice of breach fails to cure, or fails to dispute, that breach within sixty (60) days, then the Party originally delivering the notice of breach may terminate this Agreement on written notice of termination. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party withinparty in breach.

MaterialTermination for Breach. Either Party mayIn the event of a material breach by a party to this Agreement, the non-breaching party has a right to terminate this Agreement for any material breach by the other Party, provided that the terminating Party giveswith a thirty (30) days prior written notice; provided, the breaching Party written notice of such breach and ifparty had failed to cure the Party receiving notice of breach fails to cure, or fails to dispute, that breach within sixty (60) days, thenfifteen (15) days from the Party originally deliveringdate of receiving the notice of breach may terminate this Agreement on written notice of termination.notice. If the allegedly breaching Party in good faith disputes such material breach or disputesis cured within this window, the failuretermination notice shall automatically be deemed to cure or remedy such material breach and provides written notice of that dispute to the other Party withinhave been withdrawn.

MaterialTermination for Breach. EitherIf either Party is in material breach or default under any provision of this Agreement, in addition to such other remedies as may be available, the non-defaulting Party may terminate thisthe Agreement for any material breach by the other Party, provided that the terminating Party gives the breaching Partyproviding written notice to the defaulting Party of such breach and if the Party receiving noticenature of breach fails to cure, or fails to dispute, that breach within sixty (60) days, then the Party originally delivering the notice of breach may terminate this Agreement on written notice of termination. If the allegedly breaching Party in good faith disputes such material breach or disputesdefault and the failureintent to cure or remedyterminate. Such termination will be effective thirty (30) days after the date of notice unless the defaulting Party cures the default within such material breach and provides written notice of that dispute to the other Party withinthirty-day period.

Material Breach.9.2Termination for Cause. Either Party mayshall have the right to terminate this Agreement for any material breach by the other Party, provided that the terminating Party gives the breaching Partyupon written notice of such breach and if the Party receiving notice of breach fails to cure, or fails to dispute, that breach within sixty (60) days, then the Party originally delivering the notice of breach may terminate this Agreement on written notice of termination. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party if the other Party commits any material breach of this Agreement that such breaching Party fails to cure (if curable) within sixty (60) days following written notice from the nonbreaching Party specifying such breach.

Material Breach. EitherIn the event that a Party materially breaches any of its obligations under this Agreement, in addition to any other right and remedy the other Party may have, the non-breaching Party may terminate this Agreement for any material breach by the other Party, provided that the terminating Party gives the breaching Party writtenproviding notice of such breach and if the Party receiving notice of breach fails to cure, or fails to dispute, that breach within sixty (60) days, then the Party originally delivering the notice of breach may terminate this Agreement on written notice of termination. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party withinby providing ​ days’ prior written notice (​ days’ prior written notice if the material breach is a failure to pay an amount due and payable under this Agreement) (such applicable timeframe, the “Notice Period”), such notice to specify the breach and the notifying Party’s claim of right to terminate; provided that # the termination shall not become effective at the end ​ = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

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