Common use of Notice of Certain Matters Clause in Contracts

Notice of Certain Matters. If either party hereto at any time believes that the other party hereto is not in full compliance with its obligations under Section 4.01 of this Agreement, it shall so notify the other party in writing promptly (but not later than 30 days) after becoming aware of such possible non-compliance by the other party. Such notice (a "Non-Compliance Notice") shall set forth in reasonable detail the basis for the notifying party's belief as well as the notifying party's view as to the steps to be taken by the notified party to address the possible non-compliance. For the 30 days after receipt of such a notice, appropriate representatives of each party shall work in good faith to develop a plan to resolve the matters referred to in the Non-Compliance Notice. In the event such matters are not resolved through such discussions, the notifying party may elect to terminate the notified party's obligation to provide or procure, and its obligation to purchase, the Service or Services referred to in its Non-Compliance Notice in accordance with Section 5.02. In the event such matters are resolved through such discussions and the notifying party does not elect to terminate such Service or Services within 60 days of the end of the 30-day period referred to in the third sentence of this Section 4.05, the notifying party shall not be entitled to deliver another Non-Compliance Notice or pursue other remedies with respect to same or any substantially similar matter so long as the notified party complies in all material respects with the terms of such resolution. In no event shall any termination of this Agreement pursuant to this Section 4.05 limit or affect either party's right to seek remedies in accordance with Section 6.15 in respect of any breach by the other party of any of its obligations under this Agreement prior to such termination.

Notice of Certain Matters. If either party hereto Too, Inc. at any time believes that the other party hereto The Limited is not in full compliance with its obligations under Section 4.01 of this Agreement, it Too, Inc. shall so notify the other party The Limited in writing promptly (but not later than 30 days) after becoming aware of such possible non-compliance by the other partyThe Limited. Such notice (a "NonNON-Compliance NoticeCOMPLIANCE NOTICE") shall set forth in reasonable detail the basis for the notifying partyToo, Inc.'s belief as well as the notifying partyToo, Inc.'s view as to the steps to be taken by the notified party The Limited to address the possible non-compliance. For the 30 days after receipt of such a notice, appropriate representatives of each party The Limited and Too, Inc. shall work in good faith to develop a plan to resolve the matters referred to in the Non-Compliance Notice. In the event such matters are not resolved through such discussions, the notifying party Too, Inc. may elect to terminate the notified partyThe Limited's obligation to provide or procure, and its obligation to purchase, the Service or Services referred to in its Non-Compliance Notice in accordance with Section 5.02. In the event such matters are resolved through such discussions and the notifying party Too, Inc. does not elect to terminate such Service or Services within 60 days of the end of the 30-day period referred to in the third sentence of this Section 4.054.08, the notifying party Too, Inc. shall not be entitled to deliver another Non-Compliance Notice or pursue other remedies with respect to same or any substantially similar matter so long as the notified party The Limited complies in all material respects with the terms of such resolution. In no event shall any termination of this Agreement pursuant to this Section 4.05 4.08 limit or affect either partyToo, Inc.'s right to seek remedies in accordance with Section 6.15 7.11 in respect of any breach by the other party The Limited of any of its obligations under this Agreement prior to such termination.

Notice of Certain Matters. If either party hereto MSCI at any time believes that the other party hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is not in full compliance with its obligations under Section 4.01 of this AgreementSections 4.01(a), it 4.01(b) or 4.01(c), MSCI shall so notify the other party ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in writing promptly (but not later than 30 days) after becoming aware of such possible non-compliance by the other party▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Such notice (a "“Non-Compliance Notice"”) shall set forth in reasonable detail the basis for the notifying party's MSCI’s belief as well as the notifying party's MSCI’s view as to the steps to be taken by the notified party ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to address the possible non-compliance. For the 30 days after receipt of such a notice, appropriate the members of the Operating Committee (or, if so determined by them, other representatives of each party ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and MSCI) shall work in good faith to develop a plan to resolve the matters referred to in the Non-Compliance Notice. In the event such matters are not resolved through such discussions, the notifying party matter shall be referred for resolution as contemplated by Section 4.04(b). If such matters are not resolved pursuant to Section 4.04(b), MSCI may elect elect, by notice delivered within 14 days following completion of the time period contemplated by Section 4.04(b), to terminate the notified party's ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ obligation to provide or procure, and its obligation to purchase, the Service or Services referred to in its Non-Compliance Notice in accordance with Section 5.026.02. In the event such matters are resolved through such discussions and or, notwithstanding the notifying party failure to resolve such matters MSCI does not elect to terminate such Service or Services within 60 days of the end of the 30such 14-day period referred to in the third sentence of this Section 4.05period, the notifying party MSCI shall not be entitled to deliver another Non-Compliance Notice or pursue other remedies with respect to same or any substantially similar matter so long as as, in the notified party event of a resolution, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ complies in all material respects with the terms of such resolution. In no event shall any termination of this Agreement any Service or Services pursuant to this Section 4.05 4.06 limit or affect either party's MSCI’s right to seek remedies in accordance with Section 6.15 in respect of any breach by the other party ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of any of its obligations under this Agreement prior to such termination, subject to the limitations set forth in Article 5.

Notice of Certain Matters. If either party hereto at any time believes that the other party hereto is not in full compliance with its obligations under Section 4.01 of this Agreement, it shall so notify the other party in writing promptly (but not later than 30 days) after becoming aware of such possible non-compliance by the other party. Such notice (a "Non-Compliance Notice") shall set forth in reasonable detail the basis for the notifying party's belief as well as the notifying party's view as to the steps to be taken by the notified party to address the possible non-compliance. For the 30 days after receipt of such a notice, appropriate representatives of each party shall work in good faith to develop a plan to resolve the matters referred to in the Non-Compliance Notice. In the event such matters are not resolved through such discussions, the notifying party may elect to terminate the notified party's obligation to provide or procure, and its obligation to purchase, the Service or Services referred to in its Non-Compliance Notice in accordance with Section 5.02. In the event such matters are resolved through such discussions and the notifying party does not elect to terminate such Service or Services within 60 days of the end of the 30-day period referred to in the third sentence of this Section 4.05, the notifying party shall not be entitled to deliver another Non-Compliance Notice or pursue other remedies with respect to same or any substantially similar matter so long as the notified party complies in all material respects with the terms of such resolution. In no event shall any termination of this Agreement pursuant to this Section 4.05 limit or affect either party's right to seek remedies in accordance with Section 6.15 in respect of any breach by the other party of any of its obligations under this Agreement prior to such termination.. ARTICLE 5

Notice of Certain Matters. If either party hereto Recipient at any time believes that the other party hereto Provider is not in full compliance with its obligations under Section 4.01 of this AgreementSections 4.01(a), it 4.01(b) or 4.01(c), Recipient shall so notify the other party Provider in writing promptly (but not later than 30 15 days) after becoming aware of such possible non-compliance by the other partyProvider. Such notice (a "“Non-Compliance Notice"”) shall set forth in reasonable detail the basis for the notifying party's Recipient’s belief as well as the notifying party's Recipient’s view as to the steps to be taken by the notified party Provider to address the possible non-compliance. For the 30 days after receipt of such a notice, appropriate the members of the Operating Committee (or, if so determined by them, other representatives of each party Provider and Recipient) shall work in good faith to develop a plan to resolve the matters referred to in the Non-Compliance Notice. In the event such matters are not resolved through such discussions, the notifying party matter shall be referred for resolution as contemplated by Section 4.04(b). If such matters are not resolved pursuant to Section 4.04(b) Recipient may elect elect, by notice delivered within 14 days following completion of the time period contemplated by Section 4.04(b), to terminate the notified party's Provider’s obligation to provide or procure, and its obligation to purchase, the Service or Services referred to in its Non-Compliance Notice in accordance with Section 5.026.02. In the event such matters are resolved through such discussions and or, notwithstanding the notifying party failure to resolve such matters Recipient does not elect to terminate such Service or Services within 60 days of the end of the 30such 14-day period referred to in the third sentence of this Section 4.05period, the notifying party Recipient shall not be entitled to deliver another Non-Compliance Notice or pursue other remedies with respect to same or any substantially similar matter so long as as, in the notified party event of a resolution, Provider complies in all material respects with the terms of such resolution. In no event shall any termination of this Agreement any Service or Services pursuant to this Section 4.05 5.08 limit or affect either party's Recipient’s right to seek remedies in accordance with Section 6.15 in respect of any breach by the other party Provider of any of its obligations under this Agreement prior to such termination, subject to the limitations set forth in this Article 5.