Cure by Seller Sample Clauses

Cure by Seller. If Buyer timely delivers any Title Objection Notice, then Seller may, within three (3) business days after receipt of such Title Objection Notice, notify Buyer and Escrow Agent in writing (the "Cure Notice") that Seller will attempt to remove or satisfy such matter objected to by Buyer as soon as possible, and in any event on or before Close of Escrow or such later date as shall be consented to by Buyer in writing (the "Cure Period"). The obtaining of a commitment by Escrow Agent to delete as an exception to coverage on Buyer's title insurance policy or to insure over by endorsement in form reasonably acceptable to Buyer, at Seller's expense, any matter objected to by Buyer shall constitute a cure of such matter for purposes of this Agreement. If Seller does not deliver a Cure Notice, then Buyer shall, within two (2) days after the expiration of the three- (3) business-day period for the delivery of the Cure Notice, notify Seller and Escrow Agent in writing of Buyer's election to either (i) terminate this Agreement, whereupon this Agreement shall terminate and the Earnest Money Deposit shall be refunded to Buyer by Escrow Agent, Xxxxow Agent shall return to Buyer all documents Buyer deposited with Escrow Agent in connection with the Escrow, Escrow Agent shall return to Seller all documents Seller deposited with Escrow Agent in connection with the Escrow, and neither Party shall have any further right, obligation or liability under this Agreement except for those liabilities and obligations that are specified herein to survive the termination of this Agreement, or (ii) proceed with this transaction and waive Buyer's objection to such matter. Notwithstanding anything contained to the contrary herein, if Seller does not timely deliver a Cure Notice and Buyer fails to timely notify Seller and Escrow Agent of its election to either terminate or proceed with this transaction, then Buyer shall be deemed to have elected to proceed with this Agreement. If Seller delivers a Cure Notice but is thereafter unable to cure the matter(s) which is/are the subject of the Cure Notice within the Cure Period, then Buyer shall, within two (2) days after the expiration of the Cure Period, notify Seller and Escrow Agent in writing of Buyer's election to either (i) terminate this Agreement, whereupon this Agreement shall terminate and the Earnest Money Deposit shall be refunded to Buyer by Escrow Agenx, Xxxxow Agent shall return to Buyer all documents Buyer deposited with Escrow A...
Sample 1
AutoNDA by SimpleDocs
Cure by Seller. Seller has the right, but not the obligation, at Seller’s sole cost and expense, to cure any Title Defect asserted in a Defect Notice, during the period following the date upon which Seller receives such Defect Notice until the date which falls sixty (60) days after the Closing Date (such period, the “Cure Period”) by:
Sample 1
Cure by Seller. Seller has the right, but not the obligation, at Seller’s sole cost and expense, to cure any Environmental Liability asserted in an Environmental Liability Notice, during the Cure
Sample 1
Cure by Seller. If Buyer timely sends the Disapproval Notice, and the matters listed in the Disapproval Notice are susceptible of cure, Seller shall then have two (2) business days after receipt of the Disapproval Notice in which to correct the matters listed in the Disapproval Notice; provided, however, that Seller shall have no obligation, expressed or implied, to correct such matters. If Seller corrects the matters listed in the Disapproval Notice to Buyer's reasonable satisfaction, this Agreement and the Escrow shall remain in full force and effect. If Seller fails to correct any disapproved matters to Buyer's reasonable satisfaction within said two-day period, or if any matter specified in the Disapproval Notice is not susceptible of being cured, Buyer shall have the right to terminate this Agreement and the Escrow by sending written notice ("Buyer's Termination Notice") to such effect to Seller and Escrow Holder within five (5) business days ("Buyer's Reconsideration Period") after the sending of the Disapproval Notice. Upon such termination, subject to Buyer's obligations under Section 6.2(e) to pay costs of Escrow cancellation, Escrow Holder shall promptly refund to Buyer all amounts paid into the Escrow by Buyer, including without limitation the second increment of the Deposit and interest accrued thereon.
Sample 1
Cure by Seller. If Seller elects to attempt to cure any New Condition, the date for Closing shall be automatically extended until Seller completes the cure, but in no event shall the extension exceed sixty (60) days after the anticipated Closing Date set forth in Section 1.1(e) (and such extended date of Closing shall be the Closing Date for purposes of this Agreement). If Seller shall give notice pursuant to Section 3.4(i) and shall fail to remove or cure any such New Conditions, then Buyer may elect to terminate this Agreement on the Closing Date, the Option Fee shall be returned to Buyer, and neither party shall have any further rights, liabilities or obligations hereunder except as provided in Section 9.6. Those items waived or approved by Buyer or deemed waived or approved by Buyer under the Option Agreement or this Agreement, including without limitation, the Option Agreement Permitted Exceptions and any New Conditions waived or approved by Buyer, are hereinafter referred to as the “Permitted Exceptions.”
Sample 1
Cure by Seller. To the extent that it is agreed or determined that there exists a Title Defect or Environmental Defect for which a Defect Notice was timely submitted, Seller shall have the right, but not the obligation, to cure such Title Defect or Environmental Defect during the period following the date upon which Seller receives such Defect Notice until the date that is [omitted] from such date (the “Cure Period”) by (i) removing or otherwise curing the matter causing the Title Defect or Environmental Defect, at Seller’s sole cost and expense, (ii) in the case of a Title Defect arising under clause (i) of the Defensible Title * Portions of this exhibit (indicated by [omitted]) have been omitted pursuant to a request for confidential treatment and have been separately filed with the Securities and Exchange Commission. definition, obtaining, and assigning to Lavaca such Replacement Leases as are necessary for Lavaca to receive the Deficiency Acres (as defined below) in the tract covered by the Lease to which such Title Defect has been asserted, in which case the newly acquired Replacement Leases shall be deemed to be part of the Company Assets for all purposes hereof, or (iii) in the case of a Special Warranty Title Defect, assigning or causing to be assigned to the applicable Company an interest in the affected Lease or Unit such that such Company would own such interests as it would have owned had such Title Defect not existed.
Sample 1
Cure by Seller. If Buyer timely delivers any Objection Notice pursuant to paragraph 8.1 or paragraph 8.2 above, Seller shall have until five days after its receipt of the Objection Notice (the “Cure Period”) to attempt to remove or cure the objection(s) set forth in the Objection Notice. If Seller does not remove or cure each matter to which Buyer has objected, then Buyer shall deliver to Seller and Escrow Agent within three days after expiration of the Cure Period a written notice (an “Election Notice”) stating Buyer’s election either to (i) terminate this Agreement, whereupon the Xxxxxxx Money shall be refunded to Buyer by Escrow Agent, or (ii) proceed with this transaction and waive such objection. If Buyer fails to deliver an Election Notice on or before the expiration of such three-day period, Buyer shall be deemed to have elected to proceed in accordance with clause (ii). In the event that Buyer waives (or is deemed to have waived) an objection, Buyer shall be deemed to have approved the item with respect to which the objection was made and such exception shall be part of the “Permitted Exceptions” hereunder.
Sample 1
AutoNDA by SimpleDocs
Cure by Seller. If Buyer timely delivers a Title Objection Notice, then Seller shall notify Buyer on or before the date that is ten (10) days after Seller’s receipt of the Title Objection Notice that either (A) the Title Objection(s) have been removed from the Title Report by Escrow Agent such that the Title Objection(s) no longer affect or encumber the Property or any portion thereof, and in such event, the Closing shall go forward as provided for in this Agreement, or (B) Seller irrevocably commits prior to Closing to cause Escrow Agent to remove from the Title Report such that the Title Objection(s) no longer affect or encumber the Property or any portion thereof, and in such event, the Closing shall go forward as provided for in this Agreement, or (C) Seller is unable or unwilling to have the Title Objection(s) removed. Upon Seller’s notification of Buyer that it is unable or unwilling to have the Title Objection(s) removed or is otherwise unable or unwilling to cure the Title Objection(s) to Buyer’s satisfaction, then Buyer, by delivering written notice to Seller and Escrow Agent on or before the earlier of five (5) Business Days after Seller notifies Buyer that Seller is unable or unwilling to have the Title Objection(s) removed or is otherwise unable or unwilling to cure the Title Objection(s) to Buyer’s satisfaction or the Closing Date, may elect either:
Sample 1

Related to Cure by Seller

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project or Site; (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates ; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Xxxxx, Seller, Seller’s Affiliates, or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

  • Deliveries by Seller at Closing At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

  • Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:

  • Delivery by Seller At or before the Closing, Seller shall deliver to Buyer the following:

  • Breach by Seller In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser’s default, Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit, if any, shall be forthwith returned by the title company to Purchaser.

  • Seller’s Remedies If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

Time is Money Join Law Insider Premium to draft better contracts faster.