Notice and Cure Provision. (1) Each Party shall promptly notify the other Parties of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:
(a) cause any of the representations or warranties of any Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or
(b) result in the failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.
(2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.
(3) The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 6.2(1)(d)(i) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 6.2(1)(c)(i), unless the Party seeking to terminate this Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is 20 Business Days following receipt of such Termination Notice by the Breaching Party, if such matters has not been cured by such date; provided that, for greater certainty, if such matters are not capable of being cured by the Outside Date or, at any time following receipt of a Termination Notice, the Breaching Party fails to diligently proceed to cure all breaches and failures to perform, the Terminating Party may immediately exercise the applicable termination right; and provided further that a Willful Breach shall be deemed to be incapable of being cured, and the Terminating Party may immediately exercise the applicable termination right in accordance with the terms of Section 6.2(1)(d)(i) or Section 6.2(1)(c)(i), as applicable, without first pro...
Notice and Cure Provision. Prior to exercising any right of acceleration of the Indebtedness or other right or remedy by Lender, unless a different grace period is provided in this Agreement, Lender shall give written notice of any default upon which such right or remedy is dependent and, if such default is of a nature that can be corrected by Borrower, allow the following time period for such correction:
(a) If the default relates to the nonpayment of money: ten (10) days;
(b) If the default relates to the non-performance of any covenant herein made by Borrower, or to the existence of any condition or state of affairs that may be corrected by Borrower other than the nonpayment of money: sixty (60) days. No notice need be given or period for correction allowed by Lender in the event of insolvency, or in the event of administration of property in any legal or equitable proceeding of any kind, including, without limitation, any proceeding under federal bankruptcy law or any other similar statute now or hereafter in effect, or in the event of any other default that Lender reasonably determines to be of a nature beyond Borrower's reasonable power to correct.
Notice and Cure Provision. If a Party believes that this Agreement has been breached, the Party will provide written notice of the alleged breach to the other Parties prior to seeking court intervention. The notice must set forth the alleged breach(es) and the factual basis for the Party’s belief that there has been a breach. As used herein, “notice” shall mean a written document which is either delivered personally or sent by regularly scheduled overnight commercial courier service to the address of the Party to be notified as set forth below:
Notice and Cure Provision. Each party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Closing Date, of any event or state of facts which occurrence or failure would or would be likely to:
(a) cause any of the representations or warranties of such party contained herein to be untrue or inaccurate on the date hereof or at the Closing Date; or
(b) result in the failure by such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such party hereunder prior to the Closing Date. Subject to Article VII, no party may elect not to complete the Transaction as contemplated herein as a result of the non-fulfillment of the conditions precedent contained in Sections 3.01 , 3.02, or 3.03, as applicable, unless the party intending to rely thereon has delivered a written notice to the other parties hereto prior to the Time of Closing specifying, in reasonable detail, all breaches of representations and warranties or covenants or other matters which the party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent.
Notice and Cure Provision. In the event of any alleged or actual violation of this Settlement Agreement, the Parties, through their respective counsel, shall provide written notice of such to the other counsel. The Party against whom a claim of alleged or actual violation is made shall have thirty (30) calendar days to remedy any violation prior to the other Party seeking enforcement through a breach of contract claim, a claim for breach of the Settlement Agreement, or any other claim the Party may assert.
