Common use of Breaches and Defaults; Opportunity to Cure Clause in Contracts

Breaches and Defaults; Opportunity to Cure. Prior to the exercise by a party of any termination rights afforded under this Agreement, if either party (the "NON-BREACHING PARTY") believes the other (the "BREACHING PARTY") to be in breach hereunder, the Non-Breaching Party shall provide the Breaching Party with written notice specifying in reasonable detail the nature of such breach, whereupon if such breach is curable the Breaching Party shall have sixty (60) days from the receipt of such notice to cure such breach to the reasonable satisfaction of the Non-Breaching Party; PROVIDED, HOWEVER, that if such breach is curable but is not capable of being cured within such period and if the Breaching Party shall have commenced action to cure such breach within such period and is diligently attempting to cure such breach, then the Breaching Party shall be afforded an additional sixty (60) days to cure such breach; PROVIDED, HOWEVER, Purchaser shall have no opportunity to cure the breach of its obligations to deliver any required portion of the Purchase Price to be delivered at Closing; and PROVIDED, FURTHER, HOWEVER, that the cure period for a breach shall in no event extend beyond the Outside Date (as defined in Section 15.02(e)). If the breach is not cured within such time period, then the Breaching Party shall be in default hereunder and the Non-Breaching Party shall be entitled to terminate this Agreement (as provided in Section 15.02). This right of termination shall be in addition to, and not in lieu of, any rights of the Non-Breaching Party under Article XIII of this Agreement. Notwithstanding anything to the contrary set forth in this Section 15.01, the provisions of this Section 15.01 shall not apply in the event Purchaser fails to deliver the Purchase Price even though all of the closing conditions set forth in Article X have been satisfied.

Breaches and Defaults; Opportunity to Cure. Prior to the exercise by a party of any termination rights afforded under this Agreement, if either party (the "NONNon-BREACHING PARTYBreaching Party") believes the other (the "BREACHING PARTYBreaching Party") to be in breach hereunder, the Non-Breaching Party shall provide the Breaching Party with written notice specifying in reasonable detail the nature of such breachbreach (the "Cure Request"), whereupon if such breach is curable the Breaching Party shall have sixty thirty (6030) days from the receipt of such notice Cure Request to cure such breach to the reasonable satisfaction of the Non-Breaching Party; PROVIDED, HOWEVER, that if such breach is curable but is not capable of being cured within such period and if the Breaching Party shall have commenced action to cure such breach within such period and is diligently attempting to cure such breach, then the Breaching Party shall be afforded an additional sixty (60) days until the later of December 31, 1997 or the ninetieth day after the receipt of the Cure Request to cure such breach; , PROVIDED, HOWEVER, Purchaser shall have no opportunity to cure the breach of its obligations to deliver any required portion of the Purchase Price to be delivered at Closing; and PROVIDED, FURTHER, HOWEVER, that the cure period for a breach shall in no event extend beyond the Outside Date (as defined in Section 15.02(e))Date. If the breach is not cured within such time periodperiod and if the breach is by Seller and, together will all uncured breaches, would reasonably be expected to cause Purchaser to suffer a Material Loss or otherwise to result in a Material Adverse Effect and, in the case of a Material Loss, Seller does not acknowledge in writing an obligation under Section 13.01 to indemnify Purchaser for such Losses (subject to the limitations set forth in Section 13.05), then the Breaching Party shall be in default hereunder and the Non-Breaching Party shall be entitled to terminate this Agreement (as provided in Section 15.02). This right of termination shall be in addition to, and not in lieu of, any rights of legal or equitable remedies available to the Non-Breaching Party under Article XIII of this Agreement. Notwithstanding anything to the contrary set forth in this Section 15.01, the provisions of this Section 15.01 shall not apply in the event Purchaser fails to deliver the Purchase Price even though all of the closing conditions set forth in Article X have been satisfiedParty.

Breaches and Defaults; Opportunity to Cure. Prior to the exercise by a party of any termination rights afforded under this Agreement, if either party (the "NONNon-BREACHING PARTYBreaching Party") believes the other (the "BREACHING PARTYBreaching Party") to be in breach hereunder, the Non-Breaching Party shall provide the Breaching Party with written notice specifying in reasonable detail the nature of such breach, whereupon if such breach is curable the Breaching Party shall have sixty (60) 15 days from the receipt of such notice to cure such breach to the reasonable satisfaction of the Non-Breaching Party; PROVIDED, HOWEVER, that if such breach is curable but is not capable of being cured within such period and if the Breaching Party shall have commenced action to cure such breach within such period and is diligently attempting to cure such breach, then the Breaching Party shall be afforded an additional sixty twenty (6020) days to cure such breach; , PROVIDED, HOWEVER, Purchaser shall have no opportunity to cure the breach of its obligations to deliver any required portion of the Purchase Price to be delivered at Closing; and PROVIDED, FURTHER, HOWEVER, that the cure period for a breach shall in no event extend beyond the Outside Date (as defined in Section 15.02(e))Date. If the breach is not cured within such time period, then the Breaching Party shall be in default hereunder and the Non-Breaching Party shall be entitled to terminate this Agreement (as provided in Section 15.0212.02). This right of termination shall be in addition to, and not in lieu of, any rights of legal or equitable remedies available to the Non-Breaching Party under Article XIII of this AgreementParty. Notwithstanding anything to the contrary set forth in this Section 15.01foregoing, the provisions of this Section 15.01 shall not apply in the event Purchaser fails to deliver that Seller exercises its termination rights under Section 12.02(d), Seller's only remedy shall be reimbursements for all reasonable costs and expenses incurred in the preparation of the transactions contemplated herein, plus a fee of two percent (2%) of the Purchase Price even though all of the closing conditions set forth in Article X have been satisfiedPrice.

Breaches and Defaults; Opportunity to Cure. Prior to the exercise by a party of any termination rights afforded under this Agreement, if either party (the "NONNon-BREACHING PARTYBreaching Party") believes the other (the "BREACHING PARTYBreaching Party") to be in breach hereunder, the Non-Breaching Party shall provide the Breaching Party with written notice specifying in reasonable detail the nature of such breach, whereupon if such breach is curable the Breaching Party shall have sixty thirty (6030) days from the receipt of such notice to cure such breach to the reasonable satisfaction of the Non-Breaching Party; PROVIDED, HOWEVER, that if such breach is curable but is not capable of being cured within such period and if the Breaching Party shall have commenced action to cure such breach within such period and is diligently attempting to cure such breach, then the Breaching Party shall be afforded an additional sixty (60) days to cure such breach; , PROVIDED, HOWEVER, Purchaser shall have no opportunity to cure the breach of its obligations to deliver any required portion of the Purchase Price to be delivered to Sellers at Closing; and PROVIDED, FURTHER, HOWEVER, that the cure period for a breach shall in no event extend beyond the Outside Date (as defined in Section 15.02(e)). If the breach is not cured within such time period, then the Breaching Party shall be in default hereunder and the Non-Breaching Party shall be entitled to terminate this Agreement (as provided in Section 15.02). This right of termination shall be in addition to, and not in lieu of, any rights of legal or equitable remedies available to the Non-Breaching Party under Article XIII of this Agreement. Notwithstanding anything to the contrary set forth in this Section 15.01, the provisions of this Section 15.01 shall not apply in the event Purchaser fails to deliver the Purchase Price even though all of the closing conditions set forth in Article X have been satisfiedParty.

Breaches and Defaults; Opportunity to Cure. Prior to the exercise by a party of any termination rights afforded under this Agreement, if either party (the "NONNon-BREACHING PARTYBreaching Party") believes the other (the "BREACHING PARTYBreaching Party") to be in breach hereunder, the Non-Breaching Party shall provide the Breaching Party with written notice specifying in reasonable detail the nature of such breach, whereupon if such breach is curable the Breaching Party shall have sixty [thirty (60) 30)] days from the receipt of such notice to cure such breach to the reasonable satisfaction of the Non-Breaching Party; PROVIDED, HOWEVER, that if such breach is curable but is not capable of being cured within such period and if the Breaching Party shall have commenced action to cure such breach within such period and is diligently attempting to cure such breach, then the Breaching Party shall be afforded an additional sixty (60sixty(60) days to cure such breach; , PROVIDED, HOWEVER, Purchaser shall have no opportunity to cure the breach of its obligations to deliver any required portion of the Purchase Price to be delivered to Sellers at Closing; and PROVIDED, FURTHER, HOWEVER, that the cure period for a breach shall in no event extend beyond the Outside Date (as defined in Section 15.02(e))Date. If the breach is not cured within such time period, then the Breaching Party shall be in default hereunder and the Non-Breaching Party shall be entitled to terminate this Agreement (as provided in Section 15.02). This right of termination shall be in addition to, and not in lieu of, any rights of legal or equitable remedies available to the Non-Breaching Party under Article XIII of this Agreement. Notwithstanding anything to the contrary set forth in this Section 15.01, the provisions of this Section 15.01 shall not apply in the event Purchaser fails to deliver the Purchase Price even though all of the closing conditions set forth in Article X have been satisfiedParty.

Breaches and Defaults; Opportunity to Cure. Prior to the exercise by a party of any termination rights afforded under this Agreement, if either party (the "NONNon-BREACHING PARTYBreaching Party") believes the other (the "BREACHING PARTYBreaching Party") to be in breach hereunder, the Non-Breaching Party shall provide the Breaching Party with written notice specifying in reasonable detail the nature of such breach, whereupon if such breach is curable the Breaching Party shall have sixty (60) days from the receipt of such notice to cure such breach to the reasonable satisfaction of the Non-Breaching Party; PROVIDEDprovided, HOWEVERhowever, that if such breach is curable but is not capable of being cured within such period and if the Breaching Party shall have commenced action to cure such breach within such period and is diligently attempting to cure such breach, then the Breaching Party shall be afforded an additional sixty (60) days to cure such breach; PROVIDEDprovided, HOWEVERhowever, Purchaser shall have no opportunity to cure the breach of its obligations to deliver any required portion of the Purchase Price to be delivered at Closing; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that the cure period for a breach shall in no event extend beyond the Outside Date (as defined in Section 15.02(e13.02(e)). If the breach is not cured within such time period, then the Breaching Party shall be in default hereunder and the Non-Breaching Party shall be entitled to terminate this Agreement (as provided in Section 15.0213.02). This right of termination shall be in addition to, and not in lieu of, any rights of the Non-Breaching Party under Article XIII XI of this Agreement. Notwithstanding anything to the contrary set forth in this Section 15.0113.01, the provisions of this Section 15.01 13.01 shall not apply in the event Purchaser fails to deliver the Purchase Price even though all of the closing conditions set forth in Article X VIII have been satisfied.

Breaches and Defaults; Opportunity to Cure. Prior to the exercise by a party of any termination rights afforded under this Agreement, if either party (the "NONNon-BREACHING PARTYBreaching Party") believes the other party (the "BREACHING PARTYBreaching Party") to be in breach hereunder, the Non-Breaching Party shall provide the Breaching Party with written notice specifying in reasonable detail the nature of such breach, whereupon if such breach is curable the Breaching Party shall have sixty thirty (6030) days from the receipt of such notice to cure such breach to the reasonable satisfaction of the Non-Breaching Partybreach; PROVIDEDprovided, HOWEVERhowever, that if such breach is curable but is not capable of being cured within such period and if the Breaching Party shall have commenced action to cure such breach within such period and is diligently attempting to cure such breach, then the Breaching Party shall be afforded an additional sixty (60) days reasonable amount of time, but not in any event to extend beyond the Outside Date, to cure such breach; PROVIDEDprovided, HOWEVERfurther, however, that Purchaser shall have no opportunity to cure the breach of its obligations obligation to deliver any required portion of the Purchase Price to be delivered at Closingto the Triton Entities or to deliver the Escrow Amount pursuant to the terms of Section 3.1; and PROVIDED, FURTHER, HOWEVER, provided further that the cure period for a cure of any breach of Section 6.8 shall in no event extend beyond the Outside Date not be greater than fifteen (as defined in Section 15.02(e))15) days. If the breach is not cured within such time period, then the Breaching Party shall be in default hereunder and the Non-Breaching Party shall be entitled to terminate this Agreement (as provided in Section 15.0211.2). This right of termination shall be in addition to, and not in lieu of, any rights of legal or equitable remedies available to the Non-Breaching Party under Article XIII of this Agreement. Notwithstanding anything to the contrary set forth in this Section 15.01, the provisions of this Section 15.01 shall not apply in the event Purchaser fails to deliver the Purchase Price even though all of the closing conditions set forth in Article X have been satisfiedParty.

Breaches and Defaults; Opportunity to Cure. Prior to the exercise by a party of any termination rights afforded under this Agreement, if either party (the "NONNon-BREACHING PARTYBreaching Party") believes the other (the "BREACHING PARTYBreaching Party") to be in breach hereunder, the Non-Breaching Party shall provide the Breaching Party with written notice specifying in reasonable detail the nature of such breach, whereupon if such breach is curable the Breaching Party shall have sixty thirty (6030) days from the receipt of such notice to cure such breach to the reasonable satisfaction of the Non-Breaching Party; PROVIDED, HOWEVER, that if such breach is curable but is not capable of being cured within such period and if the Breaching Party shall have commenced action to cure such breach within such period and is diligently attempting to cure such breach, then the Breaching Party shall be afforded an additional sixty (60) days to cure such breach; PROVIDED, HOWEVER, Purchaser shall have no opportunity to cure the breach of its obligations to deliver any required portion of the Purchase Price to be delivered at Closing; and PROVIDED, PROVIDED FURTHER, HOWEVER, that the cure period for a breach shall in no event extend beyond the Outside Date (as defined in Section 15.02(e))Date. If the breach is not cured within such time period, then the Breaching Party shall be in default hereunder and the Non-Breaching Party shall be entitled to terminate this Agreement (as provided in Section 15.02). This right of termination shall be in addition to, and not in lieu of, any rights of legal or equitable remedies available to the Non-Breaching Party under Article XIII of this AgreementParty. Notwithstanding anything to the contrary set forth in this Section 15.01, the provisions of this Section 15.01 shall not apply in the event Purchaser fails to deliver the Purchase Price even though all of the closing conditions set forth in Article X have been satisfied.

Breaches and Defaults; Opportunity to Cure. Prior to the exercise by a party of any termination rights afforded under this Agreement, if either party (the "NON“Non-BREACHING PARTY"Breaching Party”) believes the other (the "BREACHING PARTY"“Breaching Party”) to be in breach hereunder, the Non-Breaching Party shall provide the Breaching Party with written notice specifying in reasonable detail the nature of such breach, whereupon if such breach is curable the Breaching Party shall have sixty thirty (6030) days from the receipt of such notice to cure such breach to the reasonable satisfaction of the Non-Breaching Party; PROVIDEDprovided, HOWEVERhowever, that if such breach is curable but is not capable of being cured within such period and if the Breaching Party shall have commenced action to cure such breach within such period and is diligently attempting to cure such breach, then the Breaching Party shall be afforded an additional sixty thirty (6030) days to cure such breach; PROVIDEDprovided, HOWEVERhowever, Purchaser Acquiror shall have no opportunity to cure the breach of its obligations to deliver any required portion of the Purchase Price to be delivered at Closing; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that the cure period for a breach shall in no event extend beyond the Outside Date (as defined in Section 15.02(e11.02(e)). If the breach is not cured within such time period, then the Breaching Party shall be in default hereunder and the Non-Breaching Party shall be entitled to terminate this Agreement (as provided in Section 15.0211.02). This right of termination shall be in addition to, and not in lieu of, any rights of the Non-Breaching Party under Section 6.07(d) or Article XIII IX of this Agreement. Notwithstanding anything to the contrary set forth in this Section 15.0111.01, the provisions of this Section 15.01 11.01 shall not apply in the event Purchaser Acquiror fails to deliver the Purchase Price even though all of the closing conditions set forth in Article X VII have been satisfied.