Default Enforcement and Remedies. A Party (“Defaulting Party”) shall “default” under this Agreement if it: (a) breaches any of its obligations, representations, warranties and/or covenants contained hereunder and, (b), after receiving written notice of the breach (“Notice of Default”) from the other Party (the “Notifying Party”), fails to cure the breach within: (i) 10 days after delivery of the Notice of Default if the breach is failure to pay money owed to the Notifying Party, or (ii) 30 days after delivery of the notice with respect to any other breach (or, if the breach by its nature cannot be cured within 30 days, the defaulting party must commence the cure within 30 days after delivery of the notice and thereafter diligently pursue the cure to completion). The Notice of Default contemplated by this Section shall clearly state and describe: (a) each section(s) of the Agreement which the Responding Party has allegedly violated, (b) a summary of the facts and circumstances being relied upon to establish the alleged violation, (c) the specific steps (“Cure Events”) that must be undertaken to come into compliance with the Agreement, and (d) the reasonable timeframe within which time the alleged violation should be cured (“Cure Completion Date”). Following a failure to cure the default following the applicable Cure Completion Date, the Notifying Party may: (a) initiate an action to compel compliance by the Defaulting Party with this Agreement, including injunctive relief and specific performance; (b) may initiate an action to recover any and all damages resulting from the breach; and (c) pursue any and all other rights and remedies available under Colorado Law. The remedies shall be cumulative in nature and a Party may pursue some or all of its remedies. In the event of any litigation, mediation or arbitration, the substantially prevailing party shall collect its reasonable costs, expenses and fees, including reasonable expert fees and attorney’s fees. Personal jurisdiction and venue for any civil action commenced by any Party to this Agreement whether arising out of or relating to this Agreement will be deemed to be proper only if such action is commenced in District Court for San Xxxxxx County, Colorado. Each Party expressly waives its right to bring such action in or to remove such action to any other court whether state or federal. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.
Default Enforcement and Remedies
