Common use of Uncured Default Clause in Contracts

Uncured Default. If a Member fails to perform any of its material obligations (a "Defaulting Member") under this Agreement or any of the Associated Agreements (an "Event of Default"), then the other Member (a "Nondefaulting Member") shall have the right to give the Defaulting Member notice (a "Notice of Default"). The Notice of Default shall set forth the nature of the obligations which the Defaulting Member has failed to perform. If the Defaulting Member shall dispute whether an Event of Default has occurred, or the amount of the loss, damage, cost of expense incurred by the Nondefaulting Member as a consequence of an Event of Default, the matter shall promptly be submitted to the dispute resolution procedure set forth in Section 12.17 hereof. If the Defaulting Member fails to cure the Event of Default within thirty (30) days of the later of (1) receipt of the Nondefaulting Member's Notice of Default in compliance with this Section, or (2) a determination pursuant to the dispute resolution procedure set forth in Section 12.17, then an "Uncured Default" shall be deemed to have occurred. If an Uncured Default occurs, the LLC shall be dissolved upon written notice (a "Termination Notice") by the Nondefaulting Member (also a "TO Member") of its desire to terminate the LLC, which notice shall be delivered, if at all, within sixty (60) days following the occurrence of the Uncured Default. Upon the delivery and receipt of the Termination Notice (the "Applicable Date"), the TO Member shall be entitled to receive a payment from the Defaulting Member equal in amount to the Termination Transition Fee, which fee shall be payable within thirty days after the Applicable Date.