Common use of Notice-Termination Clause in Contracts

Notice-Termination. Upon the occurrence of an Event of Default, before the exercise of either remedy provided for in Sections 18.2(b) or 18.2(c), the Non-Defaulting Party shall give to the Defaulting Party and the Management Committee notice (a "Final Notice") of the Non-Defaulting Party's intention to exercise one of such remedies after the expiration of a period of thirty (30) days from the date such Final Notice is delivered (the "Default Cure Period") unless the Event of Default is cured. Upon expiration of the Default Cure Period, if the Event of Default is not cured, (a) the Non-Defaulting Party shall be entitled to the remedy specified in the Final Notice, i.e., either the Defaulting Party shall sell its Ownership Interest to the Non-Defaulting Member in accordance with Section 18.2(c) or the Company shall be dissolved and the Windup Events shall be undertaken by the Non-Defaulting Party in accordance with Section 18.2(b) and as provided in Section 18.4, and (b) the Non-Defaulting Party shall take such steps as needed to effectuate such remedy (or demand that the Defaulting Party or the Company, as the case may be, take such actions as it or they are required to take to effectuate such remedy). If, however, within the Default Cure Period, the Defaulting Party cures such Event of Default, then the Non-Defaulting Member shall not be entitled to the remedy specified in such Final Notice. If any Dispute or Controversy relating to the Event of Default is submitted to binding arbitration in accordance with the provisions of Section 20.2 and Appendix D, the Default Cure Period shall be extended until the arbitrator has rendered its final decision regarding the Dispute or Controversy. Should the arbitrator determine that an Event of Default has occurred and such Event of Default has not been cured as of the date of the arbitrator's decision, the Defaulting Party shall have no further opportunity to cure the Event of Default and the Non-Defaulting Party shall be immediately entitled to the remedy it elected under Sections 18.2(b) or 18.2(c).