Common use of Notice to Seller Clause in Contracts

Notice to Seller. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall give each Seller, as applicable, written notice specifying any (i) failure to perform by either Seller of any of Seller’s covenants hereunder or (ii) breach of any Seller Representation hereunder of which Purchaser has actual knowledge, which notice shall be given not less than ten (10) Business Days prior to the Closing Date (or, with respect to any matter of which Purchaser first has or obtains actual knowledge less than ten (10) Business Days prior to Closing, Purchaser provides such written notice to Seller at Closing). Upon receipt of such notice, Seller, as applicable, shall have until Closing (and may adjourn the Closing for up to thirty (30) days if such adjournment is reasonably necessary to cure such breach or failure to perform) to cure such breach or failure to perform. At the option of Seller, as applicable, Seller may cure any such breach or failure to perform that can be cured by the payment of money (other than payoff of Seller Mortgages or other monetary Liens) but which Seller, in its sole but reasonable discretion, determines is not curable within the applicable time period prior to Closing by giving Purchaser a credit against the Purchase Price at the Closing for a reasonable estimate of the dollar amount to cure. The immediately preceding two sentences of this Section 11.2 shall not apply to any failure of either Seller to perform at Closing, which shall be a default under this Agreement for which no notice and cure period is provided. Without limiting the other provisions of this Agreement, no action or proceeding with respect to any alleged or actual breach or failure to perform described in this Section 11.2 shall be valid or enforceable, at law or in equity, unless (y) with respect to any claim of which Purchaser has or obtains actual knowledge (or is deemed to have knowledge) prior to Closing but for which Purchaser does not have a right to terminate this Agreement or otherwise not proceed with Closing pursuant to this Agreement on account thereof, (i) Purchaser provides written notice of such potential claim to Seller not less than ten (10) Business Days prior to Closing (or, with respect to any claim of which Purchaser first has or obtains actual knowledge less than ten (10) Business Days prior to Closing, Purchaser provides such written notice to Seller at Closing), which notice shall describe such potential claim in reasonable detail based upon the information available to Purchaser at such time, (ii) Seller does not cure such breach or failure to perform, (iii) the Closing is consummated and (iv) a legal proceeding is commenced by Purchaser with respect to such potential claim within forty-five (45) days after the Claim Period, or (z) with respect to any other claim, Purchaser provides written notice of such potential claim to Seller within the Claim Period, which notice shall describe such potential claim in reasonable detail based upon the information available to Purchaser at such time, and a legal proceeding is commenced by Purchaser with respect to such potential claim within forty-five (45) days after the Claim Period.

Notice to Seller. Notwithstanding anything In the event that Buyer becomes aware of facts or events giving rise to obligations of Seller to indemnify the contrary set forth in this AgreementBuyer Indemnified Parties under Section 12.1 above, Purchaser Buyer shall give each Seller, as applicable, written notice specifying any (i) failure to perform by either notify Seller of any such fact or event in writing, setting forth specifically the obligation with respect to which the claim is made, the facts giving rise to and the alleged basis for such claim and, if known or reasonably ascertainable, the amount of Seller’s covenants hereunder the liability asserted or (ii) breach of any Seller Representation hereunder of which Purchaser has actual knowledge, which may be asserted by reason thereof. Such notice shall be given not less than ten (10) Business Days prior to the Closing Date (or, with respect to any matter of which Purchaser first has or obtains actual knowledge less than ten (10) Business Days prior to Closing, Purchaser provides such written notice to Seller at Closing). Upon receipt of such notice, Seller, as applicable, shall have until Closing (and may adjourn the Closing for up to within thirty (30) days if such adjournment is reasonably necessary of the discovery by Buyer of facts which constitute the basis for a claim against a Buyer Indemnified Party which may give rise to cure such breach a right of indemnity or promptly following receipt of notice of the assertion of a claim against a Buyer Indemnified Party which may give rise to a right of indemnity, whichever shall occur first; provided that failure to perform) so notify Seller of any such claim shall discharge Seller of its liabilities and obligations hereunder only if and to cure the extent that Seller is prejudiced thereby. In the event of the assertion of a claim against a Buyer Indemnified Party which may give rise to a right of indemnity, Buyer shall allow Seller to, and Seller shall, at its expense, defend against, compromise or settle such breach or failure to perform. At the option claim with counsel of Seller’s selection; provided, however, that Seller shall not, without the written consent of the Buyer, consent to (a) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to the Buyer Indemnified Party of a release from all liability in respect of such claim or (b) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Buyer Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Buyer Indemnified Party. As a condition of Seller’s obligation under Section 12.1, Buyer shall, at its own expense, provide such documents, records and other evidence in its possession, and access to such employees, as applicable, Seller may cure reasonably request, shall reasonably cooperate with Seller in defending such claim, and shall take no other action with regard to an indemnified claim or any such breach investigation, proceeding or failure to perform that can be cured by the payment of money (other than payoff of Seller Mortgages or other monetary Liens) but which Seller, in its sole but reasonable discretion, determines is not curable within the applicable time period prior to Closing by giving Purchaser a credit against the Purchase Price at the Closing for a reasonable estimate of the dollar amount to cure. The immediately preceding two sentences of this Section 11.2 shall not apply to any failure of either Seller to perform at Closingaction relating thereto, which shall be a default under this Agreement for is in derogation of Seller’s right of control or which no notice and cure period is provided. Without limiting the other provisions of this Agreement, no action has not been specifically requested or proceeding with respect to any alleged or actual breach or failure to perform described approved in this Section 11.2 shall be valid or enforceable, at law or in equity, unless (y) with respect to any claim of which Purchaser has or obtains actual knowledge (or is deemed to have knowledge) prior to Closing but for which Purchaser does not have a right to terminate this Agreement or otherwise not proceed with Closing pursuant to this Agreement on account thereof, (i) Purchaser provides written notice of such potential claim to Seller not less than ten (10) Business Days prior to Closing (or, with respect to any claim of which Purchaser first has or obtains actual knowledge less than ten (10) Business Days prior to Closing, Purchaser provides such written notice to Seller at Closing), which notice shall describe such potential claim in reasonable detail based upon the information available to Purchaser at such time, (ii) Seller does not cure such breach or failure to perform, (iii) the Closing is consummated and (iv) a legal proceeding is commenced advance by Purchaser with respect to such potential claim within forty-five (45) days after the Claim Period, or (z) with respect to any other claim, Purchaser provides written notice of such potential claim to Seller within the Claim Period, which notice shall describe such potential claim in reasonable detail based upon the information available to Purchaser at such time, and a legal proceeding is commenced by Purchaser with respect to such potential claim within forty-five (45) days after the Claim PeriodSeller.

Notice to Seller. Notwithstanding anything All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Buyer may have. (c) Seller recognizes that the market for the Purchased Mortgage Loans may not be liquid and as a result it may not be possible for Buyer to sell all of the Purchased Mortgage Loans on a particular Business Day, or in a transaction with the same purchaser, or in the same manner. In view of the nature of the Purchased Mortgage Loans, Xxxxxx agrees that liquidation of any Purchased Mortgage Loan may be conducted in a private sale. Seller acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Buyer than if such sale were a public sale, and notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Seller further agrees that it would not be commercially unreasonable for Buyer to dispose of any Purchased Mortgage Loan by using internet sites that provide for the auction or sale of assets similar to the contrary set forth in this AgreementPurchased Mortgage Loans, Purchaser or that have the reasonable capability of doing so, or that match buyers and sellers of assets. (d) Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives any defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives any defense (other than a defense of payment or performance) Seller might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Related Purchased Mortgage Loans, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. (e) To the extent permitted by any applicable Requirement of Law, Seller shall give each Sellerbe liable to Buyer for interest on any amounts owing by Seller hereunder, as applicable, written notice specifying any from the date Seller becomes liable for such amounts hereunder until such amounts are (i) failure to perform paid in full by either Seller of any of Seller’s covenants hereunder or (ii) breach satisfied in full by the exercise of Xxxxx’s rights hereunder. Interest on any sum payable by Seller Representation hereunder of which Purchaser has actual knowledge, which notice to Buyer under this Section 14(e) shall be given not less than ten (10) Business Days prior at a rate equal to the Closing Date Post-Default Rate. (or, with respect f) Without limiting the rights of Buyer hereto to any matter of which Purchaser first has or obtains actual knowledge less than ten (10) Business Days prior pursue all other legal and equitable rights available to Closing, Purchaser provides such written notice to Seller at Closing). Upon receipt of such notice, Buyer for Seller, as applicable, shall have until Closing (and may adjourn the Closing for up to thirty (30) days if such adjournment is reasonably necessary to cure such breach or failure to perform) to cure such breach or failure to perform. At the option of Seller, as applicable, Seller may cure any such breach or ’s failure to perform that can be cured by the payment of money (other than payoff of Seller Mortgages or other monetary Liens) but which Seller, in its sole but reasonable discretion, determines is not curable within the applicable time period prior to Closing by giving Purchaser a credit against the Purchase Price at the Closing for a reasonable estimate of the dollar amount to cure. The immediately preceding two sentences of this Section 11.2 shall not apply to any failure of either Seller to perform at Closing, which shall be a default obligations under this Agreement for which no notice and cure period is provided. Without limiting the other provisions of this Agreement, no action or proceeding with respect to Seller acknowledges and agrees that the remedy at law for any alleged or actual breach or failure to perform described in this Section 11.2 obligations hereunder would be inadequate and Buyer shall be valid or enforceableentitled to specific performance, at law or in equity, unless (y) with respect to any claim of which Purchaser has or obtains actual knowledge (or is deemed to have knowledge) prior to Closing but for which Purchaser does not have a right to terminate this Agreement or otherwise not proceed with Closing pursuant to this Agreement on account thereof, (i) Purchaser provides written notice of such potential claim to Seller not less than ten (10) Business Days prior to Closing (or, with respect to any claim of which Purchaser first has or obtains actual knowledge less than ten (10) Business Days prior to Closing, Purchaser provides such written notice to Seller at Closing), which notice shall describe such potential claim in reasonable detail based upon the information available to Purchaser at such time, (ii) Seller does not cure such breach or failure to perform, (iii) the Closing is consummated and (iv) a legal proceeding is commenced by Purchaser with respect to such potential claim within forty-five (45) days after the Claim Periodinjunctive relief, or (z) with respect to other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Buyer from pursuing any other claimremedies for such breach, Purchaser provides written notice including the recovery of such potential claim to Seller within the Claim Period, which notice shall describe such potential claim in reasonable detail based upon the information available to Purchaser at such time, and a legal proceeding is commenced by Purchaser with respect to such potential claim within forty-five (45) days after the Claim Periodmonetary damages. SECTION 15.

Notice to Seller. Notwithstanding anything to the contrary set forth in Upon receipt of a Repurchase Demand or Makewhole Demand from Purchaser under Section 6.01 of this Agreement, Seller may contest its obligation by preparing a written response to the Repurchase Demand or Makewhole Demand (“Demand Response”). Said Demand Response must be delivered to Purchaser shall give each Seller, as applicable, written notice specifying any by no later than thirty (i) failure to perform by either Seller of any of Seller’s covenants hereunder or (ii) breach of any Seller Representation hereunder of which Purchaser has actual knowledge, which notice shall be given not less than ten (1030) Business Days prior following Seller’s receipt of the Repurchase Demand or Makewhole Demand. If a Demand Response is not timely received by Purchaser, it shall be of no force or effect and need not be considered by Purchaser. Purchaser shall promptly consider any timely Demand Response and indicate in writing to Seller whether the Repurchase Demand or Makewhole Demand is withdrawn or modified as a result of the Demand Response. The decision of Purchaser shall be made in its sole discretion, shall be final, and shall not be subject to further review or challenge by Seller. If the basis for the Repurchase Demand or Makewhole Demand was a finding or demand made by an Investor, then Purchaser shall promptly forward to the Closing Date (orInvestor any timely Demand Response to the Repurchase Demand or Makewhole Demand received from Seller, with respect for Investor’s consideration as to any matter whether the Repurchase Demand or Makewhole Demand will be withdrawn or modified as a result of which Purchaser first has the Demand Response. The decision of the Investor shall be made in Investor’s sole discretion, shall be final, and shall not be subject to further review or obtains actual knowledge less than ten (10) Business Days prior to Closing, Purchaser provides such written notice to Seller at Closing)challenge by Seller. Upon receipt of such notice, written notice from Purchaser indicating that a Repurchase Demand or Makewhole Demand has not been withdrawn or modified as a result of a Demand Response from Seller, as applicable, Seller shall have until Closing comply with the Repurchase Demand or Makewhole Demand within fifteen (and may adjourn the Closing for up to thirty (30) days if such adjournment is reasonably necessary to cure such breach or failure to perform) to cure such breach or failure to perform. At the option of Seller, as applicable, Seller may cure any such breach or failure to perform that can be cured by the payment of money (other than payoff of Seller Mortgages or other monetary Liens) but which Seller, in its sole but reasonable discretion, determines is not curable within the applicable time period prior to Closing by giving Purchaser a credit against the Purchase Price at the Closing for a reasonable estimate of the dollar amount to cure. The immediately preceding two sentences of this Section 11.2 shall not apply to any failure of either Seller to perform at Closing, which shall be a default under this Agreement for which no notice and cure period is provided. Without limiting the other provisions of this Agreement, no action or proceeding with respect to any alleged or actual breach or failure to perform described in this Section 11.2 shall be valid or enforceable, at law or in equity, unless (y) with respect to any claim of which Purchaser has or obtains actual knowledge (or is deemed to have knowledge) prior to Closing but for which Purchaser does not have a right to terminate this Agreement or otherwise not proceed with Closing pursuant to this Agreement on account thereof, (i) Purchaser provides written notice of such potential claim to Seller not less than ten (1015) Business Days prior to Closing (or, with respect to any claim of which Purchaser first has or obtains actual knowledge less than ten (10) Business Days prior to Closing, Purchaser provides such written receipt of said notice to Seller at Closing), which notice shall describe such potential claim in reasonable detail based upon the information available to Purchaser at such time, (ii) Seller does not cure such breach or failure to perform, (iii) the Closing is consummated and (iv) a legal proceeding is commenced by Purchaser with respect to such potential claim within forty-five (45) days after the Claim Period, or (z) with respect to any other claim, Purchaser provides written notice of such potential claim to Seller within the Claim Period, which notice shall describe such potential claim in reasonable detail based upon the information available to Purchaser at such time, and a legal proceeding is commenced by Purchaser with respect to such potential claim within forty-five (45) days after the Claim Periodfrom Purchaser.