Where a termination clause permits termination if a party 'reasonably considers' a breach to be 'material', the word 'material' connotes a breach of serious or substantial import to the benefits intended to be secured by the contract, rather than necessarily a fundamental breach going to the root of the contract. The 'reasonably considers' formulation requires both that the belief was actually held and that facts existed sufficient to induce that belief in a reasonable person. A breach is not 'capable of remedy' where the proposed remedial action (such as future supervision) does not address the specific effects of the breach that has occurred. An obligation of good faith will not be implied indiscriminately into commercial contracts; the BP Refinery tests must ordinarily be satisfied.
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