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...
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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.
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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.
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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. 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: (a) removing or otherwise curing the matter causing the Title Defect, at Seller’s sole cost and expense; or (b) to the extent of a Title Defect under Section 1.1(gg)(iii), obtaining and assigning to Buyer such renewal or replacement oil and gas leases as are necessary for Buyer to receive the Deficiency Acres in the same tract covered by the Lease to which such Title Defect applies (subject to such renewal or replacement lease having (i) the same or greater Net Revenue Interest as set forth in Exhibit A therefor, and (ii) terms and conditions that are not materially more onerous (in Buyer’s reasonable opinion) than the Lease affected by such Title Defect), in which case the newly acquired renewal or replacement leases shall be deemed to be part of the Assets for the purposes hereof. No later than the third Business Day prior to the Closing Date, Seller will deliver to Buyer a notice indicating Seller’s election to dispute any of the Title Defects properly asserted by Buyer as set forth in this Section 8.
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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
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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.
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Related to Cure by Seller

  • Indemnity by Seller (a) The Seller shall indemnify the Administrative Agent, the Facility Agents, the Purchasers, the Support Providers and the XX Xxxxx and their respective assigns, officers, directors and employees (each, an “Indemnified Party”) against all liabilities, claims, damages, costs, expenses, or losses (“Losses”) associated with the Facility, excluding, however, (i) Losses to the extent resulting from the gross negligence or willful misconduct of the Indemnified Party or the Indemnified Party’s breach of contract under any Transaction Document or any document delivered pursuant to any of the Transaction Documents, (ii) recourse (except as provided in this Agreement) for uncollectable Receivables or (iii) Losses that are due to or relate to Taxes (which are addressed in Section 10.02). Without limiting the foregoing, the Seller shall indemnify the Indemnified Parties for all Losses resulting from: (i) False or incorrect representations, warranties or certifications of any Xxxxxxxx Party in any Transaction Document or any document delivered pursuant to any of the Transaction Documents; (ii) Failure by any Xxxxxxxx Party to comply with applicable law, rules or regulations related to the Receivables; (iii) Failure to vest in the Administrative Agent (for the benefit of the Purchasers and the XX Xxxxx) a first priority perfected ownership or security interest in the Receivables, the Related Security and the Collections, free and clear of any Liens; (iv) Failure to file, or delay in filing, any financing statements or similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, the Related Security or the Collections; (v) Any dispute, claim or defense of an Obligor (other than discharge in bankruptcy) to the payment of any Receivable including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid or binding obligation of such Obligor, or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto, or any adjustment, cash discount, warranty, rebate, return of product or cancellation with respect to such Receivable; (vi) Failure by any Xxxxxxxx Party to perform any of their respective duties or other obligations or comply with any of their respective covenants under the Transaction Documents; (vii) Any products liability, personal injury or damage suit, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Receivable; (viii) Any third party investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or the use of proceeds of Purchases under this Agreement or the draw under any Letter of Credit, or in respect of any Receivable; (ix) Commingling of Collections with any other funds of any Xxxxxxxx Party or any set-off against Collections by any credit card servicers; (x) Third party claims arising from the Seller’s, any Originator’s or the Servicer’s administration of the Receivables; (xi) The sale of any Receivable in violation of applicable Law; (xii) Any setoff by any Obligor; (xiii) Any Letter of Credit issued pursuant to this Agreement or the use of the proceeds thereof by the applicable beneficiary or any affiliate, agent, employee or assignee thereof; (xiv) The failure of the Seller or any Originator to pay when due any sales, excise, business and occupation, property or other similar taxes payable in connection with the Receivables; (xv) Any action or omission by any Xxxxxxxx Party which reduces or impairs the rights of the Administrative Agent, the Facility Agents, the Purchasers or the XX Xxxxx with respect to any Receivable and the Related Security and Collections with respect thereto or the value of any such Receivable and the Related Security and Collections with respect thereto; (xvi) Any dispute, suit or claim arising out of any provision in any Contract restricting or prohibiting sale and assignment of the related Receivables; (xvii) Overstatement of the balance of any Receivable due to provisions of the related Contract relating to retainage, data assumptions, cash on delivery sales, or bill and hold sales, or other similar provisions of comparable effect; and (xviii) Any dispute, suit or claim arising out of the efforts to collect on a Reassigned Receivable. Except as set forth in Section 10.01(a)(xiv) above, all obligations of the Seller with respect to Taxes are addressed in Section 10.02.

  • Deliveries by Seller At the Closing, Seller shall deliver to Purchaser: (a) a xxxx of sale in the form of Exhibit A hereto, duly executed by the Sellers, as applicable; (b) an assignment and assumption agreement in the form attached hereto as Exhibit B hereto, duly executed by the Sellers, as applicable; (c) an assignment and assumption of lease for each Leased Real Property in the form attached to this Agreement as Exhibit C, with such modifications as are necessary to properly describe such Leased Real Property (collectively, the “Lease Assignments”), duly executed by the applicable Sellers that holds the leasehold interest in such Leased Real Property; (d) duly executed assignments of (i) the Patents and Trademarks, if any, in forms suitable for recording in the United States Patent and Trademark Office, and (ii) duly executed assignments of the copyright registrations and applications for copyright registration owned by Sellers that are included in Purchased Intellectual Property (if applicable); (e) the officer’s certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (f) a copy of all orders of the Bankruptcy Court pertaining to the transactions contemplated herein, including the Confirmation Order; (g) a certificate duly executed by an officer of the Seller certifying that as of the Closing Date no appeal of or motion for stay, reargument, rehearing or reconsideration with respect to the Confirmation Order has been served on the Debtor or, based solely on a review of the online docket of the Chapter 11 Cases, has been filed; (h) all consents or notices of third parties obtained or given by Sellers as of the Closing Date to the transfer of the Purchased Assets, if any; and (i) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and to allow the Purchaser to operate properties in which the Seller is currently operating.

  • Deliveries by Sellers At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

  • Delivery by Seller At the Closing, Seller will deliver to Buyer certificates representing the JET Shares, duly endorsed for transfer.

  • 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.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Buyer, in each case in form and substance reasonably satisfactory to Buyer: (a) all such instruments of sale, assignment, conveyance and transfer, as the parties agree are customary and reasonably necessary to assign and transfer the Shares to Buyer; (b) a certificate, dated the Closing Date, executed by Seller, as required by Section 7.01; (c) a certificate, duly completed and executed by Seller pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code, and a validly completed and duly executed IRS Form W-9 from each Person receiving funds pursuant to Section 2.02(b); (d) a certificate of the Secretary of the Company, dated the Closing Date, as to (i) the good standing of the Company in its jurisdiction of organization; (ii) the completeness and lack of amendments to the Organizational Documents; and (iii) the effectiveness of any resolutions of such Company passed in connection with this Agreement and the transactions contemplated hereby; (e) the written consents of the third Persons, as set forth on Section 3.02(e) of the Disclosure Schedule, with respect to the change of control of the Company that will occur upon the consummation of the transactions contemplated by this Agreement and/or any deemed assignment of any Contract that will result therefrom (and all such consents and waivers shall be in full force and effect); (f) payoff letters for the Repaid Indebtedness to the effect that, upon receipt of payment under such payoff letters, the lender shall have been paid in full for such Repaid Indebtedness and any Liens relating thereto shall be released; (g) resignations, effective as of the Closing Date, of the directors and officers of the Company, as requested by Buyer at least three (3) Business Days prior to the Closing; (h) the organizational record books, minute books and company seal of Company; (i) a release in the form of Exhibit A, effective as of the Closing Date, duly executed by Seller; (j) a certificate, dated the Closing Date, executed by Seller, setting forth (i) the aggregate balances of cash and cash-equivalents of the Company as of the Closing after the Estimated Pre-Closing Tax Obligation has been determined (the “Retained Cash”), and (ii) the aggregate balance of the Repurchase Reserve; and (k) all other documents required to be entered into by Seller pursuant to this Agreement or reasonably requested by Buyer to convey the Shares or to otherwise consummate the transactions contemplated by this Agreement.

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

  • Default by Seller If the sale contemplated hereby is not consummated because of a default by Seller in its obligation to sell the Property in accordance with this Agreement after Purchaser has performed or tendered performance of all of its obligations in accordance with this Agreement, then Purchaser, as its sole and exclusive remedy shall elect either (a) to terminate this Agreement, in which event all other rights and obligations of the Seller and the Purchaser hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately; or (b) to waive such matter or condition and proceed to Closing, with no reduction in the Purchase Price. In the event of such termination, the Exxxxxx Money shall be refunded by the Escrow Agent to the Purchaser and Seller shall pay Purchaser’s Transaction Costs up to the amount of the Purchaser’s Transaction Costs Cap. Notwithstanding the preceding sentence, if, at Closing, the Seller fails to comply in any material respect with any of its obligations contained in Section 6.2 or Section 6.4 (the “Closing Obligations”), and if all conditions precedent to the Seller’s obligations hereunder have been satisfied and the Purchaser has fully performed all of its obligations under the Agreement, the Purchaser shall have, in addition to the Purchaser’s remedies contained in the preceding sentence, the option to waive all other actions, rights, or claims for damages for such failure, other than costs and expenses incurred in enforcing this Agreement, and to bring an equitable action to enforce the Closing Obligations by specific performance; provided, (a) the Purchaser shall provide written notice of the Purchaser’s intention to enforce the Closing Obligations by specific performance, and (b) the Purchaser’s suit for specific performance shall be filed against the Seller in a court having jurisdiction in the county and state in which the Property is located, on or before sixty (60) days following the Closing Date, failing which, the Purchaser shall be barred from enforcing the Closing Obligations by specific performance and shall be deemed to have elected to terminate this Agreement as provided herein.

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, 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 of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • By Sellers Sellers covenant and agree to defend, indemnify and hold harmless Purchaser, its Affiliates and the officers, directors, employees, agents, advisers and representatives of each such Person (collectively, the "Purchaser Indemnitees") from and against, and pay or reimburse the Purchaser Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) any inaccuracy of any representation or warranty made by any Seller herein, or in any certificate delivered by an officer of any Seller pursuant hereto (a "Seller Certificate") or in any Collateral Agreement or in connection herewith or therewith; (ii) any failure of any Seller to perform any covenant or agreement hereunder or under any Collateral Agreement or fulfill any other obligation in respect hereof or of any Collateral Agreement; (iii) any and all Retained Liabilities or Retained Assets; (iv) any and all Taxes (other than payroll Taxes) of any Seller and all Affiliates thereof relating to or arising out of the Business accruing, or with respect to any event or time period occurring, at or prior to Closing; and (v) any and all liabilities in respect of employees of Seller or its Affiliates or Plans except to the extent assumed by Purchaser pursuant to Section 4.3. Cap on Sellers' Indemnification Obligations. Sellers' obligation to indemnify Purchaser Indemnitees pursuant to this Agreement, any Seller Certificate or any Collateral Agreement for breaches or inaccuracies of representations or warranties, and for breaches or failures to perform covenants or agreements or to fulfill any other obligations set forth in this Agreement (except for (x) the Seller Surviving Covenants, and (y) solely to the extent expressly contemplated by this Section 8.9(a), the Environmental Covenants (as defined in this Section 8.9(a))), in any Seller Certificate or in any Collateral Agreement, shall not exceed the amount of funds held in the Escrow Account at the time such claims

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