Common use of Repeated Failures Clause in Contracts

Repeated Failures. Notwithstanding the foregoing or any other provision hereof, (i) repeated failure to make payment when required, even if subsequently cured; and/or (ii) repeated failure to provide the attested royalty statements, reports and/or certificates or to comply with other audit and information rights set forth under Section 9, may, in the case of (i) and/or (ii) be a basis for a proceeding before the private judge and, if determined by the private judge to have been cumulatively material and evincing an intent to avoid, or reckless disregard for, compliance with such obligations, shall be determined by the private judge to constitute a material breach giving rise to a right of termination in the non-breaching party. In the event of any such breach, the party asserting the breach shall advise the other party in writing of such claimed breach reasonably promptly after discovering such breach.