If, at the end of the Resolution Period, Buyer and Seller Representative have not resolved each Disputed Item, then Buyer and Seller Representative shall each have the right to submit the unresolved Disputed Items to the Independent Auditor for review and resolution. The Independent Auditor shall, and Buyer and Seller Representative shall cause the Independent Auditor to, # act as an expert and not an arbitrator, # make a final determination based solely on the applicable provisions of this Agreement (and not by independent review), # base its decision on a single presentation submitted in writing by each of Buyer and Seller Representative and on one written response to each such presentation (unless the Independent Auditor requests an additional response from either Buyer or Seller Representative), and not on independent investigation, # with respect to each unresolved Disputed Item, render a determination that must be within the ranges of values claimed by each of Buyer and Seller Representative, and # render a final determination in writing as to each Disputed Item within forty-five (45) days following the end of the Resolution Period (the “Auditor Review Period”). During the Auditor Review Period, each of Buyer and Seller Representative shall provide the Independent Auditor with reasonable access to information relating to any Disputed Item, provided that neither Buyer nor Seller Representative will be required to provide access to information which would violate the Access Limitations. The fees and expenses of the Independent Auditor shall be borne by the Equityholders, on the one hand, and Buyer, on the other hand, in the same proportion that the aggregate amount of the items unsuccessfully disputed by each (as finally determined by the Independent Auditor) bears to the aggregate amount of the Disputed Items submitted to the Independent Auditor for review and resolution.

Disputed Breach. In the event a Party disputes an alleged material breach of this Agreement by written notice to the other Party, such other Party’s right to terminate this Agreement under [Section 9.2] (Material Breach) shall be stayed, and any applicable cure period shall be tolled, during the pendency of the Dispute.

Disputed Breach. 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 in accordance with [Section 13.4(a)], and such alleged breaching Party provides the other Party notice of such dispute within such ninety (90) day (or thirty (30) day, as the case may be) period, then the non-breaching Party shall not have the right to terminate this Agreement under [Section 13.4(a)] unless and until the arbitral tribunal, in accordance with Article 14, has determined that the alleged breaching Party has materially breached the Agreement and such Party fails to cure such breach within ninety (90) days following such arbitral tribunal’s decision (except to the extent such breach is solely based on the failure to make a payment when due, which breach must be cured within thirty (30) days following such arbitral tribunal’s decision); provided that with respect to a failure to pay amounts due, arbitration shall be conducted in accordance with Article 14, except that it shall be conducted by only one arbitrator and shall be resolved within ninety (90) days. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder.

Disputed Payments. If a dispute arises between the Parties, each acting in good faith, in respect of any part of an invoice, the disputing Party shall ​. Each Party shall use ​ to promptly and in good faith resolve the dispute in accordance with Article 11 (Dispute Resolution). Payment of any resolved amounts shall be made within ​ following the resolution of such dispute, and, unless ​, the payee Party may not use such withholding as a basis for terminating this Agreement pursuant to Section 10.2(d) (Termination for Material Breach).

Disputed Charges. Each BFA Recipient or BFA, on behalf of each BFA Recipient, will pay all charges (other than those that are disputed in accordance with the terms hereof) when those payments are due. A BFA Recipient (or BFA, on behalf of a BFA Recipient), may withhold payment of particular charges that the BFA Recipient (or BFA, on behalf of the BFA Recipient), disputes in good faith; provided, however, that such BFA Recipient (or BFA, on behalf of such BFA Recipient), sends Provider a written statement of the disputed portions within ninety (90) days of the time of the applicable withholding, stating in reasonable detail the nature of and reason for any such dispute. The Parties will work diligently and in good faith to effect an expeditious resolution of any such dispute. Except as otherwise agreed by the Parties from time to time, in no event will any BFA Recipient (or BFA, on behalf of any BFA Recipient), have the right to withhold any payment of any invoiced fees or expenses on the basis of dissatisfaction with the quality of the Services.

In the event that a Party disputes any amounts payable under this Agreement, such dispute shall be resolved # in accordance with Article 6 with respect to non-conforming Product and # in accordance with Article 12 with respect to any other dispute. Pending resolution of such disputes, a Party shall pay any amounts (whether under an invoice or otherwise) that are not in dispute. Upon resolution of any such dispute in favor of a Party, the other Party shall pay all remaining amounts owing under this Agreement within ​ Business Days after such resolution.

Disputed Payments. If Kite disputes in good faith the amount of any invoice provided by Sangamo pursuant to this Agreement or the obligation to make any payment alleged by Sangamo to be due hereunder, Kite shall notify Sangamo in writing within ​ days of Kite’s receipt of such invoice or allegation, and the Parties shall use good faith efforts to promptly resolve such dispute; provided, that any failure to provide such notice shall not limit or restrict Kite to dispute the amount or basis for such payment in the future.

Disputed Invoices. Airline reserves the right to reasonably reject invoices that are unclear and do not meet Airline’s requirements as stipulated in this Agreement. In the event that Airline disputes any invoices, payment of only the disputed portion will be delayed until such dispute is resolved to the mutual satisfaction of the parties. Airline will timely pay the undisputed portion. If there has been no response from Service Provider within 30 days after disputed invoice notification, Service Provider shall be deemed to have agreed with Airline regarding the disputed amount and the invoice dispute shall be closed without further payment due. Airline shall inform Service Provider of any disputed invoice within 21 calendar days from Airline’s receipt of said invoice.

Disputed Charges. If Supplier disputes a charge on an invoice, Supplier will provide notice to [[AT&T:Organization]] specifically identifying the charge and the reason it is disputed within ​ days after the date of the invoice in which the disputed charge initially appears, or Supplier waives the right to dispute the charge. The portion of charges in dispute may be withheld and will not be considered due until the parties have met and conferred and agreed on a resolution to the matter.

The General Partner may, within 30 days after receipt of an invoice from CK, take written exception to any fees, costs, taxes and expenses described in [Section 5.2(a)] on the ground that the same was not a reasonable fee, cost, tax or expense incurred by CK in connection with the provision of Services. The General Partner shall nevertheless pay CK in full when due the invoiced amount. Such payment shall not be deemed a waiver of the right of the General Partner to recoup any contested portion of any amount so paid. However, if the amount as to which such written exception is taken, or any part thereof, is ultimately determined not to be a reasonable fee, cost, tax and expense incurred by CK in connection with the provision of Services, such amount or portion thereof (as the case may be) shall be refunded by CK to the General Partner together with interest thereon at the lesser of # the prime rate per annum established by the administrative agent under the revolving credit agreement of the MLP, as applicable, as in effect on the date of payment by the General Partner in respect of such contested invoice or # the maximum lawful rate during the period from the date of payment by the General Partner to the date of refund by CK.