Cure Default. A. Both parties will discuss any perceived deficiency in performance and will promptly endeavor to resolve all disputes in good faith. However, if either Party materially fails to perform its duties under this Agreement, the party claiming default may terminate this Agreement on 10 (ten) days prior written notice to the other Party. SHIPPER shall be responsible to pay BROKER for any services performed prior to the termination of this Agreement and for shipments scheduled and in transit but not yet completed and/or not yet invoiced to SHIPPER. B. Default: The following actions, in addition to any other material breach described elsewhere in this Agreement, shall each constitute a material beach of this Agreement: 1. Either Party files a voluntary petition under Chapter 7 or 11 of the U.S. Bankruptcy Code, or any equivalent state law; or such a petition is filed against the Party, under federal or state law which is not dismissed within 60 days. 2. BROKER’s license(s) required for BROKER to perform its obligations under this Agreement is revoked, canceled, suspended, or discontinued by operation of law or otherwise. C. In the event of the occurrence of any breach(es) listed in this Section 12.B.above, the non-breaching party may terminate this Agreement effective immediately upon written notice to the breaching party.
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