Breach. Employee acknowledges and agrees that any material breach of this Agreement, or of any provision of the Confidentiality Agreement, shall entitle the Company immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages, except as provided by law.

Breach. Executive acknowledges that the restrictions contained in this Agreement are fair, reasonable, and necessary for the protection of the legitimate business interests of the Company, that the Company will suffer irreparable harm in the event of any actual or threatened breach by Executive, and that it is difficult to measure in money the damages which will accrue to the Company by reason of a failure by Executive to perform any of Executive’s obligations under this Section 6. Accordingly, if the Company or any of its subsidiaries or Affiliates institutes any action or proceeding to enforce their rights under this Section 6, to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company or its Affiliates has an adequate remedy at law, Executive shall not claim that any such remedy at law exists, and Executive consents to the entry of a restraining order, preliminary injunction, or other preliminary, provisional, or permanent court order to enforce this Agreement, and expressly waives any security that might otherwise be required in connection with such relief. Executive also agrees that any request for such relief by the Company shall be in addition and without prejudice to any claim for monetary damages and/or other relief which the Company might elect to assert. In the event Executive violates any provision of this Section 6. In the event Executive violates any provision of this Section 6, and the Company is the completely prevailing party in such action, the Company shall be entitled to recover all costs and expenses of enforcement, including reasonable attorneys’ fees, and the time periods set forth above shall be extended for the period of time Executive remains in violation of the provisions. Conversely, in the event that Executive is the completely prevailing party in any action brought by the Company with respect to this Section 6, then Executive shall be entitled to recover all costs and expenses of defense, including reasonable attorneys’ fees and shall thereafter be relieved of all restrictions contained in this Section 6. In the event any provision of this Section is found to be unenforceable by a court of competent jurisdiction it is agreed the remaining and other provisions shall be enforced and the provision so found unenforceable shall be reformed so as to be enforceable to the maximum extent allowed by law.

Set forth on [Schedule 8.13] to the Information Certificate is a list (including dates of termination) of all collective bargaining or similar agreements between or applicable to

No Disputes. There is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of or Tax Return filed or required to be filed by [[Organization B:Organization]], nor is any such claim or dispute pending or contemplated. [[Organization B:Organization]] has made available to Cosmos true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies assessed or asserted against or agreed to by [[Organization B:Organization]] since January 1, 2016, and any and all correspondence with respect to the foregoing. [[Organization B:Organization]] does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Body in connection with any Tax matter.

Billing Disputes. If # ​ and the ​ believe that all or any portion of an invoice is not payable under this Agreement, or # ​ and the ​ otherwise determine that ​ and the ​ have been charged Fees or Seller Expenses not due under or otherwise in breach of the terms of this Agreement, ​ and the ​ shall, within thirty (30) days following receipt of such invoice or discovery of such failure or breach, as applicable, pay the portion of such invoice that ​ and the ​ do not dispute and give written notice to Seller of the disputed amount (a “Disputed Amount”) and the basis on which ​ disputes such Disputed Amount. If all or any portion of the Disputed Amount is determined to have been due to Seller, then ​ and the ​ shall pay to Seller the amount so due together with interest thereon at the Applicable Rate. If all or any portion of amounts paid by Seller are determined to have been overpaid by ​, then Seller shall refund to ​ and the ​ the amount overpaid by ​ and the ​, together with interest on such amount at the Applicable Rate. Each Party shall bear its own costs and expenses associated with the resolution of any dispute.

Labor Disputes. No labor disturbance by or dispute with employees of the Company or any Subsidiary exists or, to the knowledge of the Company, is threatened which would result in a Material Adverse Effect.

Payment Disputes. If Graphite has a good faith dispute regarding a WuXi ATU invoice submitted to Graphite, Graphite may withhold payment for the disputed Services, provided that Graphite pays the undisputed amount pursuant to Section 4.3 above and notifies WuXi ATU in writing of the specific amount and nature of the dispute. In the event of any such dispute, WuXi ATU will continue to perform Services provided that # Graphite remains current on all of its other obligations and # the Parties engage in good-faith negotiations regarding the invoice dispute.

Quantities of Product sold and Delivered shall be determined at the time of each Delivery by the Independent Inspector gauging of SELLER’s Product issuing tanks before and after Delivery.

Fee Disputes. If there is any disagreement concerning the fee charged hereunder, the parties agree to submit that disagreement to binding arbitration with the Fee Arbitration Committee of the State Bar of Arizona. The parties agree that the laws of the State of Arizona will be applied in the event of any fee dispute.

Disputes Resolution. Disputes of any nature arising under, relating to, or in connection with this Agreement (“Disputes”) will be resolved pursuant to the dispute resolution mechanism set forth in [Section 8.1] of the License Agreement.