AgdaPkt 2018-12-03 Joint SA PFA - Laserfiche WebLink

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6.G. - Page 10 of 40 correct each such noncompliance within 10 days of receipt of written notice in cases involving non-payment or within 30 days of receipt of written notice identifying with reasonable particularity the nature of the breach in cases involving any other noncompliance: (i) Customer is past due with respect to any payment required hereunder; (ii) Customer substantially breaches any other material terms of the Agreement ; or (iii) Customer files or initiates proceedings or has proceedings filed or initiated against it seeking liquidation, reorganization or other relief (such as appointment of a trustee, receiver, liquidator, custodian or such other official) under any bankruptcy, insolvency or other similar law and such proceedings are not dismissed within 60 days. 3.2 Provider Default. Provider will be in default under the Agreement ("Provider Default") if Provider does one or more of the following (each individually to be considered a separate event of Provider Default) and Provider fails to correct each such noncompliance or within 30 days of receipt of written notice from Customer identifying with reasonable particularity the nature, scope and extent of the noncompliance: (i) Provider substantially breaches any material term of the Agreement; or 00 Provider files or initiates proceedings or has proceedings filed or initiated against it seeking liquidation, reorganization or other relief (such as appointment of a trustee, receiver, liquidator, custodian or such other official) under any bankruptcy, insolvency or other similar law and such proceedings are not dismissed within 60 days. ARTICLE 4. RIGHT TO SUSPEND DR TERMINATE 4.1 Termination and Suspension by Provider. (A) In the event of Customer Default, if Customer's diligent efforts to correct such default are not commenced and pursued within 30 days of Customer's receipt of a written notice from Provider describing in reasonable detail the nature, scope and extent of the Customer Default, and such Customer Default is cured to the reasonable satisfaction of Provider no later than 90 days from the date of Provider's written notice, Provider may, at its option, and in addition to any other remedies it may have at law or in equity: (i) Immediately suspend Services until such time as the underlying noncompliance has been corrected without affecting Customer's on-going obligation to pay Provider any amounts due under the Agreement (e. g., monthly services fees), as if such suspension of Services had not taken place; (ii) Terminate the Services or applicable Order (B) Customer hereby forever waives, releases and discharges Provider and its affiliates from any and all claims, demands, actions, damages and causes of action related in any way to, or arising out of, any suspension or termination in accordance with this secti on 4, 1. (C) In addition to the foregoing, Provider may terminate the Order or Agreement without incurring further liability hereunder, at any time during the Service Term, upon reasonable notice to Customer if (i) Provider does not have all rights necessary to provide the Services or Provider is advised by counsel that termination of the Agreement is advisable given current and then pending laws, regulations or ordinances, whether federal, state or local; (ii) Provider is legally or contractually prohibited from offering the Services; or (iii) delivery of the Services becomes technically infeasible due to equipment changes and reconfiguration or other technical issues, 4 ATTY/AGR/2013.176/ASTOUNO SROAMAND -MSA REV: 1"7.13 MLG 2013 ASTOUND BROADBAND Proprietary and Confidential 134