Common use of Notice and Cure Clause in Contracts

Notice and Cure. Each party (the "DEFAULTING PARTY") will notify the others (the "NON-DEFAULTING PARTY") promptly in writing of, and contemporaneously will provide the Non-Defaulting Party with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring 14 after the date of this Agreement that causes or will cause any covenant or agreement of such Defaulting Party under this Agreement to be breached or that renders or will render untrue any representation or warranty of such Defaulting Party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each party also will notify the other promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by such party in this Agreement, whether occurring or arising before, on or after the date of this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit the other's right to seek damages, at law and/or at equity, for breaches of any of the foregoing.

Notice and Cure. Each party (the "DEFAULTING PARTY") will notify the others (the "NON-DEFAULTING PARTY") to this Agreement shall promptly and in writing of, and contemporaneously will provide the Non-Defaulting Party each other party hereto with true and complete copies of of, any and all information or documents relating thereto to, as promptly as practicable and will use all commercially reasonable efforts to cure in any event before the Closing, any event, transaction or circumstance occurring 14 after the date of this Agreement hereof that causes or will cause any covenant or agreement of such Defaulting Party under this Agreement notifying party to be materially breached or that renders or will render untrue any representation or warranty of such Defaulting Party notifying party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstanceto be untrue in any material respect. Each party shall also will notify the other promptly in writing of, and will use all commercially its reasonable best efforts to cure, as promptly as practicable and in any event before the Closing, any material violation or breach of any representation, warranty, covenant or agreement made by such notifying party (unless the relevant representation, warranty, covenant or agreement is already subject to a materiality qualification, in this Agreementwhich case the notifying party shall also provide notice and so attempt to cure, in the event of any violation or breach), whether occurring or arising before, on or after the date of this Agreement. No In the event notice is given pursuant to this Section 7.11 and a Closing occurs, the effect of such notice shall be to eliminate any recourse that the party being so notified shall have any effect on the representationsto seek indemnity hereunder; PROVIDED, warrantiesHOWEVER, covenants or agreements nothing contained in this Agreement for purposes of determining satisfaction Section 7.11 shall limit the right of any condition contained herein or shall party receiving such notice to terminate this Agreement in any way limit the other's right to seek damages, at law and/or at equity, for breaches of any of the foregoingaccordance with Section 9.1 hereof.

Notice and Cure. Each party (the "DEFAULTING PARTYDefaulting Party") will notify the others other (the "NONNon-DEFAULTING PARTYDefaulting Party") promptly in writing of, and contemporaneously will provide the Non-Defaulting Party with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring 14 after the date of this Agreement that causes or will cause any covenant or agreement of such Defaulting Party under this Agreement to be breached or that renders or will render untrue any representation or warranty of such Defaulting Party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each party also will notify the other promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by such party in this Agreement, whether occurring or arising before, on or after the date of this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit the other's others right to seek damages, at law and/or at equity, for breaches of any of the foregoingindemnity under Article XI.

Notice and Cure. Each party (From and after the "DEFAULTING PARTY") will Effective Date until the WOFE Closing and the Optic Closing, whichever is later, the Purchaser shall notify the others (the "NON-DEFAULTING PARTY") promptly Company in writing of, and contemporaneously will contemporaneously, shall provide the Non-Defaulting Party with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the WOFE Closing and the Optic Closing, whichever is later, any event, transaction or circumstance occurring 14 after the date of this Agreement Effective Date that causes or will shall cause any covenant or agreement of such Defaulting Party the Purchaser under this Agreement to be breached or that renders or will shall render untrue any representation or warranty of such Defaulting Party party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each party also will The Purchaser shall notify the other Company promptly in writing of, and will shall use all commercially reasonable efforts to cure, before the WOFE Closing and the Optic Closing, whichever is later, any violation or breach of any representation, warranty, covenant or agreement made by such party in this Agreement, whether occurring or arising before, on or after the date of this AgreementEffective Date. No notice given pursuant to this Section 6.01 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit the other's right of the Company or the Sellers to seek damages, at law and/or at equity, for breaches of any of the foregoingindemnity under this Agreement.

Notice and Cure. Each party (the "DEFAULTING PARTY") will notify the others (the "NON-DEFAULTING PARTY") promptly in writing of, and contemporaneously will provide the Non-Defaulting Party with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring 14 after the date of this Agreement that causes or will cause any covenant or agreement of such Defaulting Party under this Agreement to be breached or that renders or will render untrue any representation or warranty of such Defaulting Party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each party also will notify the other promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by such party in this Agreement, whether occurring or arising before, on or after the date of this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit the other's right to seek damages, at law and/or at equity, for breaches of any of the foregoing.

Notice and Cure. Each party (of CCA and API, on the "DEFAULTING PARTY") one hand, and ANTS and API 2, on the other, will notify the others (the "NON-DEFAULTING PARTY") other promptly in writing of, and contemporaneously will provide the Non-Defaulting Party such other party with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring 14 after the date of this Agreement that causes or will cause any covenant or agreement of such Defaulting Party CCA or API, on the one hand, or ANTS or API 2, on the other, under this Agreement to be breached or that renders or will render untrue any representation or warranty of such Defaulting Party party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstancecircumstance or will prevent the fulfillment of any condition to close or delivery requirement of such party. Each party also will notify the other promptly in writing of, and will use all commercially reasonable efforts to cure, before no later than fifteen (15) days following receipt of any such notice from the Closingother party (but in no event later than the fifteenth (15th) day after the date specified in Section 5.01(g)), any violation or breach of any representation, warranty, covenant or agreement made by such party in this Agreement, whether occurring or arising before, on or after the date of this Agreement. No notice given pursuant to this Section 4.08 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit the other's right to seek damages, at law and/or at equity, for breaches of any of the foregoingherein.

Notice and Cure. Each party (the "DEFAULTING PARTY") of Cyprus and Amax Gold --------------- will notify the others (the "NON-DEFAULTING PARTY") promptly other in writing of, and contemporaneously will provide the Non-Defaulting Party other with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts Commercially Reasonable Efforts to cure before the Closing, any event, transaction or circumstance circumstance, as soon as practicable after it becomes Known to such party, occurring 14 after the date of this Agreement that causes or will cause any covenant or agreement of such Defaulting Party party under this Agreement to be breached or that renders or will render untrue any representation or warranty of such Defaulting Party party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each party of Cyprus and Amax Gold also will notify the other promptly in writing of, and will use all commercially reasonable efforts Commercially Reasonable Efforts to cure, before the Closing, any violation or breach breach, as soon as practicable after it becomes Known to such party, of any representation, warranty, covenant or agreement made by such party in this Agreement, whether occurring or arising before, on or after the date of this Agreement. No notice given pursuant to this Section 4.04 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit the otherCyprus' or Amax Gold's right to seek damages, at law and/or at equity, for breaches of any of the foregoingindemnity under Article XI.

Notice and Cure. Each party (From the "DEFAULTING PARTY") will Effective Date until the Closing, the Seller, the Company and the Related Entity shall notify the others (the "NON-DEFAULTING PARTY") Purchaser promptly in writing of, and contemporaneously will contemporaneously, shall provide the Non-Defaulting Party with true and complete copies of any and all material information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring 14 after the date of this Agreement Effective Date that causes or will shall cause any covenant or agreement of such Defaulting Party the Seller, the Company or the Related Entity under this Agreement to be breached or that renders or will shall render untrue any representation or warranty of such Defaulting Party party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each party also will At any time until the Closing, the Company and the Seller shall notify the other Purchaser promptly in writing of, and will shall use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by such party in this Agreement, whether occurring or arising before, on or after the date of this AgreementEffective Date. No notice given pursuant to this Section 5.04 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit the other's right of the Purchaser to seek damages, at law and/or at equity, for breaches of any of the foregoingindemnity under this Agreement.

Notice and Cure. Each party (From the "DEFAULTING PARTY") will Effective Date until the Closing, the Sellers, the Company and the Related Entity shall notify the others (the "NON-DEFAULTING PARTY") Purchaser promptly in writing of, and contemporaneously will contemporaneously, shall provide the Non-Defaulting Party with true and complete copies of any and all material information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring 14 after the date of this Agreement Effective Date that causes or will shall cause any covenant or agreement of such Defaulting Party the Sellers, the Company or the Related Entity under this Agreement to be breached or that renders or will shall render untrue any representation or warranty of such Defaulting Party party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each party also will At any time until the Closing, the Company and the Sellers shall notify the other Purchaser promptly in writing of, and will shall use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by such party in this Agreement, whether occurring or arising before, on or after the date of this AgreementEffective Date. No notice given pursuant to this Section 5.04 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit the other's right of the Purchaser to seek damages, at law and/or at equity, for breaches of any of the foregoingindemnity under this Agreement.

Notice and Cure. Each party (From the "DEFAULTING PARTY") will Effective Date until the Closing, the Sellers, the Ultimate Seller the Company and the Related Entity shall notify the others (the "NON-DEFAULTING PARTY") Purchaser promptly in writing of, and contemporaneously will contemporaneously, shall provide the Non-Defaulting Party with true and complete copies of any and all material information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring 14 after the date of this Agreement Effective Date that causes or will shall cause any covenant or agreement of such Defaulting Party the Sellers, the Company or any Related Entity under this Agreement to be breached or that renders or will shall render untrue any representation or warranty of such Defaulting Party party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each party also will At any time until the Closing, the Company and the Sellers shall notify the other Purchaser promptly in writing of, and will shall use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by such party in this Agreement, whether occurring or arising before, on or after the date of this AgreementEffective Date. No notice given pursuant to this Section 5.04 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit the other's right of the Purchaser to seek damages, at law and/or at equity, for breaches of any of the foregoingindemnity under this Agreement.

Notice and Cure. Each party (the "DEFAULTING PARTY") of Cyprus and Amax Gold will notify the others (the "NON-DEFAULTING PARTY") promptly --------------- other in writing of, and contemporaneously will provide the Non-Defaulting Party other with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts Commercially Reasonable Efforts to cure before the Closing, any event, transaction or circumstance circumstance, as soon as practicable after it becomes Known to such party, occurring 14 after the date of this Agreement that causes or will cause any covenant or agreement of such Defaulting Party party under this Agreement to be breached or that renders or will render untrue any representation or warranty of such Defaulting Party party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each party of Cyprus and Amax Gold also will notify the other promptly in writing of, and will use all commercially reasonable efforts Commercially Reasonable Efforts to cure, before the Closing, any violation or breach breach, as soon as practicable after it becomes Known to such party, of any representation, warranty, covenant or agreement made by such party in this Agreement, whether occurring or arising before, on or after the date of this Agreement. No notice given pursuant to this Section 4.04 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit the otherCyprus' or Amax Gold's right to seek damages, at law and/or at equity, for breaches of any of the foregoingindemnity under Article XI.