Seller’s Right to Cure Objections Sample Clauses

Seller’s Right to Cure Objections. Subject to Seller’s obligations set forth in Section 6.07 below, Seller shall have the right but not the obligation to cure any Objections, the determination as to whether to do so shall be in Seller’s sole and absolute discretion. Seller shall notify Purchaser in writing as to whether or not Seller elects to cure such Objections (such notice, a “Seller Election Notice”). If the Seller Election Notice states that Seller has determined not to cure any Objections, Purchaser shall have the right to elect either (i) to accept the title as it then is, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to clause (ii) of the preceding sentence, then (w) the Downpayment shall be returned to Purchaser, (x) this Agreement shall be null, void and of no further force or effect, and (y) Purchaser and Seller shall have no further rights or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. Purchaser shall make its election between clauses (i) and (ii) of the second preceding sentence by written notice to Seller given not later than the fifth (5th) Business Day after the giving of the Seller Election Notice by Seller to Purchaser of Seller’s determination not to cure any Objection(s). If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected clause (i) above and the Closing shall take place on the Closing Date. If, pursuant to the Seller Election Notice, Seller elects to cure such Objection, Seller shall be entitled to adjourn the Closing one or more times for an aggregate period of not more than sixty (60) days, and the Seller’s Election Notice (or a subsequent notice in the case of any further adjournment after the first adjournment) shall indicate an adjourned date for Closing, which date shall be deemed the Closing Date for purposes of this Agreement, and Purchaser’s obligations under this Agreement shall remain in full force and effect during any such adjournment period. Notwithstanding the foregoing, Seller shall not incur any liability or obligation to Purchaser in the event Seller is unable to cure an Objection prior to the last adjourned Closing Date, and in such event Purchaser shall have the rights of election set forth in clauses (i) and (ii) of this Section 6.04.
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Seller’s Right to Cure Objections. If Seller receives a timely Objection Notice in accordance with the foregoing subsection, Seller shall provide Purchaser, with copy provided to City, notice within fifteen (15) days following receipt of any such Objection Notice, advising Purchaser as to whether Seller will elect to cure or attempt to cure any of Purchaser’s Objections (the “Response”). The Parties agree to work together in good faith to cure any Objections; provided, however, Seller shall have no obligation to cure any Objections, but may elect to cure such Objections in its sole and absolute discretion, which cure may include providing the Title Company such assurances as the Title Company reasonably requires to insure Purchaser against any loss arising from such Objections so long as such insurance from the Title Company is acceptable to Purchaser. If Seller elects to cure any of the Objections, but is unable to complete the cure thereof at or before the Closing, Seller shall notify City and Purchaser of the same in writing, and Purchaser shall have the right to (a) defer the Closing Date for a reasonable period to the date requested by Seller to give the Parties an opportunity to cure such uncured Objections; (b) provide the Title Company such assurances as the Title Company reasonably requires to insure Purchaser against any loss arising from such Objections; or (c) terminate this Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and neither party shall have any further rights or obligations hereunder, except as otherwise provided herein.
Sample 1
Seller’s Right to Cure Objections. If Purchaser raises a material Objection to a Specific Property in accordance with Sections 2.1 and 2.2 hereof, Seller shall have the right (the "Cure Right"), but not the obligation, to attempt to cure such Objection on or before October 31, 2000 (the "Outside Cure Date"). If Seller exercises the Cure Right, such Specific Property shall not be considered an Uncured Property and the Closing for the remaining Property shall not be delayed, but such Specific Property shall not be transferred to Purchaser at the Closing and an amount equal to the Highest Offer for such Specific Property shall be withheld from the Purchase Price. If such Objection is cured by Seller on or before the Outside Cure Date, the Closing of such Specific Property (the "Specific Property Closing") in accordance with the terms of this Agreement shall occur 5 business days after Purchaser receives notice from Seller that such Objection has been cured (the "Specific Property Closing Date") at which time Purchaser shall pay Seller as the purchase price for such Specific Property an amount equal to the Highest Offer for such Specific Property. Notwithstanding anything herein to the contrary, (a) Purchaser may at any time inform Seller that it wishes to acquire such Specific Property and waive the Objection and the Specific Property Closing shall occur as set forth above, (b) the Closing for the remaining Property shall be delayed until the Specific Property Closing Date if, except for Seller's exercise of the Cure Right, Purchaser would have had the right to terminate this Agreement pursuant to the provisions of Section 2.2 hereof, and (c) if Seller is unable or unwilling to cure the Objection on or before the Outside Cure Date, neither party shall have any obligation to the other relating to such Specific Property.
Sample 1

Related to Seller’s Right to Cure Objections

  • Right to Cure (a) Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Borrower fails to comply with the requirement of the covenant set forth in Section 10.9, until the expiration of the fifteenth Business Day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1 (the “Cure Period”), Holdings or any other Person shall have the right to make a direct or indirect equity investment (in the form of cash common equity or otherwise in a form reasonably acceptable to the Administrative Agent) in the Borrower (the “Cure Right”), and upon receipt by the Borrower of the net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash proceeds to the Borrower, the “Cure Amount”), the covenant set forth in such Section shall be recalculated, giving effect to the pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of calculating the covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document, (ii) unless actually applied to Indebtedness, there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Right for determining compliance with Section 10.9 for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash for purposes of the definitions of Consolidated Total Debt) and (iii) subject to clause (ii), no other adjustment under any other financial definition shall be made as a result of the exercise of any Cure Right.

  • Borrower’s Right to Cure Notwithstanding anything to the contrary contained in Section 8.01, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.11, any equity contribution (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery to the Administrative Agent of a notice that it intends to exercise the cure rights under this Section 8.04 and referencing that it is a notice of intent to cure under this Section 8.04 (a “Notice of Intent to Cure”), be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenants set forth in Section 7.11 at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two (2) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, (b) no more than two (2) Specified Equity Contributions may be made in the Relevant Four Fiscal Quarter Period, (c) no more than four (4) Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (d) the amount of the Specified Equity Contribution shall be no greater than the amount required to cause Holdings to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Period, (e) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in which case, Specified Equity Contributions will be included in the calculation of Excess Cash Flow for the Fiscal Year during which the Fiscal Quarter giving rise to the respective Specified Equity Contribution occurred), all Specified Equity Contributions will be disregarded for all other purposes under the Loan Documents (including, without limitation, calculating Consolidated EBITDA for purposes of determining basket levels, Retained Excess Cash Flow Amount, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio and other items governed by reference to Consolidated EBITDA, and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant set forth in Section 7.11 or for purposes of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the Relevant Four Fiscal Quarter Period, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day on which financial statements are required to be delivered for that Fiscal Quarter to which such Notice of Intent to Cure relates, none of the Administrative Agent or any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, or any other Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 7.11, but shall not be restricted from doing any of the foregoing with respect to any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documents.

  • Lender’s Right to Cure If any Ground Lease Default shall occur and be continuing, or if any Ground Lessor asserts that a Ground Lease Default has occurred (whether or not the Borrowers question or deny such assertion), then, subject to the terms and conditions of the applicable Ground Lease, Lender, upon five (5) Business Days' prior written notice to the Borrowers, unless Lender reasonably determines that a shorter period (or no period) of notice is necessary to protect Lender's interest in the Ground Lease, may (but shall not be obligated to) take any action that Lender deems reasonably necessary, including, without limitation, (i) performance or attempted performance of the applicable Borrower's obligations under the applicable Ground Lease, (ii) curing or attempting to cure any actual or purported Ground Lease Default, (iii) mitigating or attempting to mitigate any damages or consequences of the same and (iv) entry upon the applicable Ground Leased Property for any or all of such purposes. Upon Lender's request, each Borrower shall submit satisfactory evidence of payment or performance of any of its obligations under each Ground Lease. Lender may pay and expend such sums of money as Lender in its sole discretion deems necessary or desirable for any such purpose, and the Borrowers shall pay to Lender within five (5) Business Days of the written demand of Lender all such sums so paid or expended by Lender, together with interest thereon from the date of expenditure at the Default Rate.

  • Landlord’s Right to Cure If Landlord breaches any of its obligations under this Lease, Tenant shall notify Landlord in writing and shall take no action respecting such breach so long as Landlord promptly begins to cure the breach and diligently pursues such cure to its completion. Landlord may cure any default by Tenant; any expenses incurred shall become Additional Rent due from Tenant on demand by Landlord.

  • Landlord’s Right to Cure Defaults Landlord may, but shall not be obligated to, cure, at any time, without notice, any default by Tenant under this Lease; and whenever Landlord so elects, all costs and expenses incurred by Landlord, including reasonable attorneys’ fees, in curing a default shall be paid, as Additional Rent, by Tenant to Landlord on demand, together with lawful interest thereon from the date of payment by Landlord to the date of payment by Tenant.

  • BUYER’S RIGHT TO CANCEL If after completion of an appraisal by a licensed appraiser, Buyer receives written notice from the Lender or the appraiser that the Property has appraised for less than the Purchase Price (a “Notice of Appraised Value”), Buyer may cancel the REPC by providing written notice to Seller (with a copy of the Notice of Appraised Value) no later than the Financing & Appraisal Deadline referenced in Section 24(c); whereupon the Xxxxxxx Money Deposit shall be released to Buyer without the requirement of further written authorization from Seller.

  • Right to Cure Defaults Upon the occurrence and during the continuance of any Event of Default, or if Borrower fails to make any payment or to do any act as herein provided, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder, make any payment or do any act required of Borrower hereunder in such manner and to such extent as Lender may deem necessary to protect the security hereof. Lender is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property or to foreclose this Security Instrument or collect the Debt, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 7.3, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any such action or proceeding shall bear interest at the Default Rate (as defined in the Note), for the period after notice from Lender that such cost or expense was incurred to the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by this Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

  • Notice and Right to Cure The Project is subject to any ground lease and mortgage identified with name and address of ground lessor or mortgagee in Appendix D to this Lease (as the same may be amended from time to time by written notice to Tenant). Tenant agrees to send by registered or certified mail to any ground lessor or mortgagee identified either in such Appendix or in any later notice from Landlord to Tenant a copy of any notice of default sent by Tenant to Landlord. If Landlord fails to cure such default within the required time period under this Lease, but ground lessor or mortgagee begins to cure within ten (10) days after such period and proceeds diligently to complete such cure, then ground lessor or mortgagee shall have such additional time as is necessary to complete such cure, including any time necessary to obtain possession if possession is necessary to cure, and Tenant shall not begin to enforce its remedies so long as the cure is being diligently pursued.

  • Right to Cure First Lien With respect to each Second Lien Loan, the related first lien Mortgage contains a provision which provides for giving notice of default or breach to the mortgagee under the Mortgage Loan and allows such mortgagee to cure any default under the related first lien Mortgage;

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

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