Default. A party will be deemed in default under this Agreement if, subject to [Section 10.5], such party fails to perform any obligation required to be performed by it under this Agreement or breaches any representation, warranty or other obligation hereunder and fails to cure any such failure within sixty (60) days after notice from the other party. If a party is in default as specified in this [Section 5.2], the other party may terminate this Agreement and may pursue any remedy under this Agreement or otherwise available to such party.

In the event of a material breach of this Agreement by a Party, the other Party may give the Party in default written notice requiring it to cure such default. If such material breach is not cured within sixty (60) days after receipt of such notice, the notifying Party shall be entitled (without prejudice to its other rights under this Agreement or applicable Law) to terminate this Agreement by giving written notice to the defaulting Party, with such termination to take effect immediately. The right of either Party to terminate this Agreement as set forth in this [Section 9.2] shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

A Party may terminate this Agreement in its entirety upon written notice of termination to the other Party, if: # the other Party breaches any of its duties or obligations hereunder, (such breaches will be referred to as “Default”); and # such Default continues without being cured or remedied within ninety (90) days (or 30 days in case of a payment default) after the defaulting Party receives written notice of such Default from the non-defaulting Party; provided, however, that if the pertinent breach is not capable of cure within ninety (90) days, but is capable of cure, and the defaulting Party has promptly commenced, and is and continues to diligently pursuing good faith the remedy of any such breach, then such cure period shall be extended for such period as may be reasonably required to effectuate such cure; provided, further, however, that if such breach is not capable of cure, the non‑defaulting Party may terminate this Agreement, or suspend performance under this Agreement, immediately by delivery of written notice thereof to such defaulting Party.

Default. In the event either party commits a material breach or defaults in the performance or observance of any of the material provisions of this Agreement, and such breach or default is not cured within sixty (60[[ Supplier:Organization]] days after the receipt of notice thereof from the other party specifying such breach or default, the party not in breach or default shall be entitled (without prejudice to any of its other rights[[ Supplier:Organization]] to terminate this Agreement, without additional penalty, termination fee or cost, by giving notice to take effect immediately.