Common use of Notice and Opportunity to Cure Clause in Contracts

Notice and Opportunity to Cure. Where a Non-Defaulting Party declares a failure or breach of the other Party (“Defaulting Party”) to perform a material duty or obligation of the Defaulting Party under the terms of this Agreement, the Non-Defaulting Party must provide written notice to the Defaulting Party setting forth the nature of the alleged breach or failure and the actions, if any, required by the Defaulting Party to cure such alleged breach or failure. The Defaulting Party shall be deemed in Default under this Agreement if the breach or failure can be cured, but the Defaulting Party has failed to take such actions and cure such breach or failure within thirty (30) days after the date of such notice or ten (10) days for monetary Defaults (or such lesser time as may be specifically provided in this Agreement). However, if such non- monetary Default cannot be cured within such thirty (30) day period, and if and, as long as the Defaulting Party does all of the following: A. Notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted Default is not curable within the thirty (30) day period; B. Notifies the Non-Defaulting Party of the Defaulting Party’s proposed actions to cure the Default; C. Promptly commences to cure the Default within the thirty-(30)-day period and specifies a date when the Default will be cured; D. Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and E. Diligently prosecutes such cure to completion by the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withheld, then the Defaulting Party shall not be deemed in breach of this Agreement. Notwithstanding the foregoing, the Defaulting Party shall be deemed in Default under this Agreement if the breach or failure involves the payment of money but the Defaulting Party has failed to completely cure the monetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date of such notice.

Notice and Opportunity to Cure. Where a A Non-Defaulting Party declares in its discretion may elect to declare a default under this Agreement in accordance with the procedures hereinafter set forth for any failure or breach of the other Party party (“Defaulting Party”) to perform a any material duty or obligation of the Defaulting Party under the terms of this Agreement. However, the Non-Non- Defaulting Party must provide written notice to the Defaulting Party setting forth the nature of the alleged breach or failure and the actions, if any, required by the Defaulting Party to cure such alleged breach or failurefailure (the “Default Notice”). The Defaulting Party shall be deemed in Default under this Agreement Agreement, if the breach or failure can be cured, but the Defaulting Party has failed to take such actions and cure such breach or failure default within thirty (30) days after the date of such notice or ten (10) days for monetary Defaults defaults (or such lesser time as may be specifically provided in this Agreement). However, if such non- monetary Default cannot be cured within such thirty (30) day period, and if and, as long as the Defaulting Party does all each of the following: A. (i) Notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted Default default is not curable within the thirty (30) day period; B. (ii) Notifies the Non-Defaulting Party of the Defaulting Party’s proposed actions cause of action to cure the Defaultdefault; C. (iii) Promptly commences to cure the Default default within the thirty-(30)-day period and specifies a date when the Default will be curedthirty (30) day period; D. (iv) Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and E. (v) Diligently prosecutes such cure to completion by the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withheld, then completion. Then the Defaulting Party shall not be deemed in breach of this Agreement. Notwithstanding the foregoing, the Defaulting Party shall be deemed in Default under this Agreement if the breach or failure involves the payment of money but the Defaulting Party has failed to completely cure the monetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date of such notice.

Notice and Opportunity to Cure. Where Before this Agreement may be terminated or action may be taken to obtain judicial relief, the Party seeking relief (“Nondefaulting Party”) shall comply with the notice and cure provisions of this Section 13.1. A Nondefaulting Party in its discretion may elect to declare a Non-Defaulting Party declares a default under this Agreement in accordance with the procedures hereinafter set forth for any failure or breach of the any other Party (“Defaulting Party”) to perform a any material duty or obligation of the said Defaulting Party under in accordance with the terms of this Agreement. However, the Non-Defaulting Party must provide written notice to the Defaulting Party setting forth the nature of the alleged breach or failure and the actions, if any, required by the Defaulting Nondefaulting Party to cure such alleged breach or failure. The Defaulting Party shall be deemed in Default under “default” of its obligations set forth in this Agreement if the breach or failure can be cured, but the Defaulting Party has failed to take action and cured the default within ten (10) days after the date of such actions and cure such breach or failure notice (for monetary defaults), within thirty (30) days after the date of such notice (for non-monetary defaults), or ten (10) days for monetary Defaults (or within such lesser time as may be specifically provided in this Agreement). HoweverIf, if such however, a non- monetary Default default cannot be cured within such thirty (30) day period, and if and, as long as the Defaulting Party does all each of the following: A. Notifies (i) notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted Default default is not curable within the thirty (30) day period; B. Notifies (ii) notifies the Non-Defaulting Party of the Defaulting Party’s proposed actions course of action to cure the Defaultdefault; C. Promptly (iii) promptly commences to cure the Default default within the thirty-(30)-day period and specifies a date when the Default will be curedthirty (30) day period; D. Makes (iv) makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and E. Diligently (v) diligently prosecutes such cure to completion by the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withheldcompletion, then the Defaulting Party shall not be deemed in breach of this Agreement. Notwithstanding the foregoing, the Defaulting Party shall be deemed in Default under default of its obligations set forth in this Agreement if the said breach or failure involves the payment of money but the Defaulting Party has failed to completely cure the said monetary default within ten (10) days (or such other lesser time as may be specifically provided in this Agreement) after the date of such notice.

Notice and Opportunity to Cure. Where Any Party shall receive written notice within 30 days of any alleged breach of this Agreement or its discovery. Upon receipt of any written notice of breach, the Party has 30 days to cure the alleged breach. If after 30 days the alleged breach has not been cured to the satisfaction of the Party alleging the breach, the Party alleging a Non-Defaulting Party declares a failure or breach of the other Agreement may seek a court order demanding specific performance consistent with subparagraph B of this Section. The Party (“Defaulting alleging the breach may not unreasonably refuse to accept a Party”) ’s cure of an alleged breach of an affirmative obligation as set forth in this Agreement. Any enforcement of this Agreement may be sought against only the Party or Parties claimed to perform a material duty or obligation be in breach of the Defaulting Party under Contract, as well as their heirs, successors, assignees, and transferees of the terms of this Agreement, the Non-Defaulting Party must Parties. HMR shall provide written notice to the Defaulting Party setting forth the nature of the alleged breach Plaintiffs if it believes any person, group, or failure and the actions, if any, required by the Defaulting Party to cure such alleged breach or failure. The Defaulting Party shall entity listed in Exhibit B takes any action that Plaintiffs would be deemed in Default prohibited from taking under this Agreement if the breach or failure can be cured, but the Defaulting Party has failed to take such actions and cure such breach or failure within thirty (30) 30 days after the date of such notice or ten (10) days for monetary Defaults (or such lesser time as may be specifically provided in this Agreement). However, if such non- monetary Default cannot be cured within such thirty (30) day period, and if and, as long as the Defaulting Party does all of the following: A. Notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted Default is not curable within the thirty (30) day period; B. Notifies the Non-Defaulting Party of the Defaulting Party’s proposed actions to cure the Default; C. Promptly commences to cure the Default within the thirty-(30)-day period and specifies a date when the Default will be cured; D. Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and E. Diligently prosecutes such cure to completion by the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withheld, then the Defaulting Party shall not be deemed in breach of this Agreementaction or its discovery. Notwithstanding the foregoing, the Defaulting Party shall be deemed in Default under this Agreement if the breach or failure involves the payment of money but the Defaulting Party has failed to completely cure the monetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date Upon receipt of such notice, Plaintiffs shall have 30 days to remedy the action’s interference with HMR’s ability to implement the Modified Project. HMR shall provide written notice to Plaintiffs if any person has submitted a written comment or presented oral testimony before a government agency claimed to be offered on behalf of either Plaintiff in violation of this Agreement within 30 days of the submission of the comment or testimony, or its discovery. Upon receipt of such notice, Plaintiffs shall have 30 days to submit a letter to the agency either (1) withdrawing the comment or testimony, or (2) notifying the agency that the person is not authorized to speak on behalf of Plaintiff(s) with respect to the Modified Project and that the comment or testimony at issue does not represent Plaintiffs’ position.

Notice and Opportunity to Cure. Where For purposes of this Agreement, the term “Non-Curable Default” shall mean and refer to: (a) any failure by Purchaser to deliver the Xxxxxxx Money on a timely basis as required under this Agreement; and/or (b) any failure by either Party to deliver to the Title Company, on or before the Closing Deadline, all funds, documents and other items necessary to close the transaction under this Agreement. In the event of any breach of any representation, warranty or covenant by either Party or any other default (other than a Non-Defaulting Party declares a failure or breach of the other Curable Default) by either Party (the breaching or defaulting Party being referred to herein as the “Defaulting Party”) the other Party (the “Non-Defaulting Party”) will not exercise any of such Non-Defaulting Party’s rights or remedies under this Agreement until and unless the Non-Defaulting Party has provided to perform the Defaulting Party a material duty written notice of the breaches or obligation defaults of the Defaulting Party under (the terms “Default Notice”) and the Defaulting Party has failed to remedy or cure the breaches or defaults specified in the Default Notice within fifteen (15) days after the date of this Agreementthe Non-Defaulting Party’s delivery of the Default Notice. In the event of any Non-Curable Default by the Defaulting Party, the Non-Defaulting Party must provide written may, at its option and election, afford notice and opportunity to cure to the Defaulting Party, but it is expressly agreed and understood that the Non-Defaulting Party has no duty to afford any such notice or opportunity to cure to the Defaulting Party. Rather, the Non-Defaulting Party may, if the Non-Defaulting Party so elects, exercise any right or remedy which the Non-Defaulting Party may have with respect to any Non-Curable Default, without necessity of providing to the Defaulting Party setting forth any notice or opportunity to cure. Further, in the nature event of any failure of a condition precedent to the alleged breach obligations of a Party under this Agreement, such Party will not exercise any of its rights or failure and the actions, if any, required by the Defaulting Party to cure such alleged breach or failure. The Defaulting Party shall be deemed in Default remedies under this Agreement if until and unless such Party has provided to the breach or other Party a written notice of the failure can be cured, but of condition precedent and the Defaulting other Party has failed to take such actions and cure such breach or failure satisfy the condition precedent within thirty fifteen (3015) days after the date of delivery of such notice or ten (10) days for monetary Defaults (or such lesser time as may be specifically provided in this Agreement). However, if such non- monetary Default cannot be cured within such thirty (30) day period, and if and, as long as the Defaulting Party does all of the following: A. Notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted Default is not curable within the thirty (30) day period; B. Notifies the Non-Defaulting Party of the Defaulting other Party’s proposed actions to cure the Default; C. Promptly commences to cure the Default within the thirty-(30)-day period and specifies a date when the Default will be cured; D. Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and E. Diligently prosecutes such cure to completion by the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withheld, then the Defaulting Party shall not be deemed in breach of this Agreement. Notwithstanding the foregoing, the Defaulting Party shall be deemed in Default under this Agreement if the breach or failure involves the payment of money but the Defaulting Party has failed to completely cure the monetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date of such notice.

Notice and Opportunity to Cure. Where a Non-Defaulting Party declares a failure or breach of the other Party (“Defaulting Party”) to perform a material duty or obligation of the Defaulting Party under the terms For purposes of this Agreement, the term "Non-Curable Default" shall mean and refer to: (a) any default by Purchaser to deliver the Earnest Money on a timely basis ax xxxxxred under this Agreement; and/or (b) any failure by Purchaser to deliver to the Title Company, on or before the Closing Date, all funds, documents and other items necessary to close the transaction under this Agreement. In the event of any default under this Agreement (other than a Non-Curable Default) by either Party (the "Defaulting Party") the other Party (the "Non-Defaulting Party") will not exercise any of such Non-Defaulting Party's rights or remedies under this Agreement until and unless the Non-Defaulting Party must provide written notice has provided to the Defaulting Party setting forth the nature a written notice of the alleged breach default or failure and the actions, if any, required by defaults of the Defaulting Party to cure such alleged breach or failure. The Defaulting Party shall be deemed in (the "Default under this Agreement if the breach or failure can be cured, but Notice") and the Defaulting Party has failed to take such actions and cure such breach the default or failure defaults specified in the Default Notice within thirty ten (3010) calendar days after the date of such notice or ten (10) days for monetary Defaults (or such lesser time as may be specifically provided in this Agreement). However, if such non- monetary Default cannot be cured within such thirty (30) day period, and if and, as long as the Defaulting Party does all of the following: A. Notifies the Non-Defaulting Party in writing with a reasonable explanation as to Party's delivery of the reasons Default Notice. In the asserted Default is not curable within the thirty (30) day period; B. Notifies the event of any Non-Defaulting Party of the Defaulting Party’s proposed actions Curable Default by Purchaser, Seller may, at Seller's option and election, afford notice and opportunity to cure the Default; C. Promptly commences to Purchaser, but it is expressly agreed and understood that Seller has no duty to afford any such notice or opportunity to cure the Default within the thirty-(30)-day period and specifies a date when the Default will be cured; D. Makes periodic reports to the Purchaser. Rather, Seller may, if Seller so elects, exercise any right or remedy which Seller may have with respect to any Non-Defaulting Party as Curable Default, without necessity of providing to the progress of the program of Purchaser any notice or opportunity to cure; and E. Diligently prosecutes such cure to completion by the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withheld, then the Defaulting Party shall not be deemed in breach of this Agreement. Notwithstanding the foregoing, the Defaulting Party shall be deemed in Default under this Agreement if the breach or failure involves the payment of money but the Defaulting Party has failed to completely cure the monetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date of such notice.

Notice and Opportunity to Cure. Where a A Non-Defaulting Party declares in its discretion may elect to declare a default under this Agreement by delivering a written notice of the alleged default (“Notice of Default”) in accordance with the procedures hereinafter set forth for any alleged failure or breach of the any other Party (“Defaulting Party”) to perform a any material duty or obligation of the Defaulting Party under the terms of this Agreement. Notwithstanding any failure or breach, a Party shall be deemed to be in Default under this Agreement (and therefore, a Defaulting Party) only if: (i) the Non-Defaulting Party must provide written notice has provided a Notice of Default to the Defaulting such Party setting forth the nature of the alleged breach or failure and the actions, if any, required by the Defaulting Party to cure such alleged breach or failure. The Defaulting , and (ii) the Party for which a breach is alleged shall be deemed in Default under this Agreement have failed, if the breach or failure can be cured, but the Defaulting Party has failed to take such actions and cure such breach or failure default (x) within twenty (20) calendar days after the date of its receipt of the written notice delivered by the Non-Defaulting Party for monetary defaults and (y) for all other defaults, within thirty (30) calendar days after the date of such notice or ten (10) days for monetary Defaults (or such lesser time as may be specifically provided in this Agreement). Howeverits receipt of the Notice of Default delivered by the Non- Defaulting Party, provided, however, if such non- any non-monetary Default default cannot be cured within such thirty (30) day period, then the Defaulting Party shall not be deemed in breach of this Agreement if and if and, as long as such Defaulting Party does each of the following (provided, however, that if such default is not cured within ninety (90) days following the delivery of the Notice of Default by the Non-Defaulting Party, then, notwithstanding such following actions, the Defaulting Party does all shall be deemed immediately in breach of the following:terms of this Agreement and the Non-Defaulting Party may terminate this Agreement in accordance with the procedures under Section 11.5.2): A. (a) Notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted Default default is not curable within the thirty (30) day period; B. (b) Notifies the Non-Defaulting Party of the Defaulting its Party’s proposed actions course of action to cure the Defaultdefault; C. (c) Promptly commences to cure the Default default within the thirty-(30)-day period and specifies a date when the Default will be curedthirty (30) day period; D. (d) Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and E. (e) Diligently prosecutes such cure to completion by the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withheld, then the Defaulting Party shall not be deemed in breach of this Agreement. Notwithstanding the foregoing, the Defaulting Party shall be deemed in Default under this Agreement if the breach or failure involves the payment of money but the Defaulting Party has failed to completely cure the monetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date of such noticecompletion.

Notice and Opportunity to Cure. Where a A Non-Defaulting Party declares in its discretion may elect to declare a default under this Agreement by delivering a written notice of the alleged default (“Notice of Default”) in accordance with the procedures hereinafter set forth for any alleged failure or breach of the any other Party (“Defaulting Party”) to perform a any material duty or obligation of the Defaulting Party under the terms of this Agreement. Notwithstanding any failure or breach, a Party shall be deemed to be in Default under this Agreement (and therefore, a Defaulting Party) only if: (i) the Non-Defaulting Party must provide written notice has provided a Notice of Default to the Defaulting such Party setting forth the nature of the alleged breach or failure and the actions, if any, required by the Defaulting Party to cure such alleged breach or failure. The Defaulting , and (ii) the Party for which a breach is alleged shall be deemed in Default under this Agreement have failed, if the breach or failure can be cured, but the Defaulting Party has failed to take such actions and cure such breach or failure default (x) within twenty (20) calendar days after the date of its receipt of the written notice delivered by the Non-Defaulting Party for monetary defaults and (y) for all other defaults, within thirty (30) calendar days after the date of such notice or ten (10) days for monetary Defaults (or such lesser time as may be specifically provided in this Agreement). Howeverits receipt of the Notice of Default delivered by the Non- Defaulting Party, provided, however, if such non- any non-monetary Default default cannot be cured within such thirty (30) day period, then the Defaulting Party shall not be deemed in breach of this Agreement if and if and, as long as such Defaulting Party does each of the following (provided, however, that if such default is not cured within ninety (90) days following the delivery of the Notice of Default by the Non-Defaulting Party, then, notwithstanding such following actions, the Defaulting Party does all shall be deemed immediately in breach of the following:terms of this Agreement and the Non-Defaulting Party may terminate this Agreement in accordance with the procedures under Section 11.5.2): A. (a) Notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted Default default is not curable within the thirty (30) day period;period;‌ B. (b) Notifies the Non-Defaulting Party of the Defaulting its Party’s proposed actions course of action to cure the Defaultdefault; C. (c) Promptly commences to cure the Default default within the thirty-(30)-day period and specifies a date when the Default will be curedthirty (30) day period; D. (d) Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and E. (e) Diligently prosecutes such cure to completion by the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withheld, then the Defaulting Party shall not be deemed in breach of this Agreement. Notwithstanding the foregoing, the Defaulting Party shall be deemed in Default under this Agreement if the breach or failure involves the payment of money but the Defaulting Party has failed to completely cure the monetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date of such noticecompletion.

Notice and Opportunity to Cure. Where For purposes of this Agreement, the term “Non-Curable Default” shall mean and refer to: (a) any default by Purchaser to deliver the Xxxxxxx Money on a timely basis as required under this Agreement; and/or (b) any failure by Purchaser to deliver to the Title Company, on or before the Closing Date, all funds, documents and other items required to be delivered by Purchaser under this Agreement in order to close the transaction under this Agreement; and/or (c) any failure by Seller to deliver to the Title Company, on or before the Closing Date, all funds, documents and other items required to be delivered by Seller under this Agreement in order to close the transaction under this Agreement. In the event of any default under this Agreement (other than a Non-Defaulting Party declares a failure or breach of the other Curable Default) by either Party (the “Defaulting Party”) the other Party (the “Non-Defaulting Party”) will not exercise any of such Non-Defaulting Party’s rights or remedies under this Agreement until and unless the Non-Defaulting Party has provided to perform the Defaulting Party a material duty written notice of the default or obligation defaults of the Defaulting Party under (the terms “Default Notice”) and the Defaulting Party has failed to cure the default or defaults specified in the Default Notice within ten (10) days after the date of this Agreementthe Non-Defaulting Party’s delivery of the Default Notice. In the event of any Non-Curable Default, the Non-Defaulting Party must provide written may, at the Non-Defaulting Party’s option and election, afford notice and opportunity to cure to the Defaulting Party setting forth the nature of the alleged breach or failure and the actions, if any, required by the Defaulting Party to cure such alleged breach or failure. The Defaulting Party shall be deemed in Default under this Agreement if the breach or failure can be curedParty, but the Defaulting Party has failed to take such actions it is expressly agreed and cure such breach or failure within thirty (30) days after the date of such notice or ten (10) days for monetary Defaults (or such lesser time as may be specifically provided in this Agreement). However, if such non- monetary Default cannot be cured within such thirty (30) day period, and if and, as long as the Defaulting Party does all of the following: A. Notifies understood that the Non-Defaulting Party in writing with a reasonable explanation as has no duty to afford any such notice or opportunity to cure to the reasons Defaulting Party. Rather, the asserted Default is not curable within the thirty (30) day period; B. Notifies Non- Defaulting Party may, if the Non-Defaulting Party of the Defaulting Party’s proposed actions to cure the Default; C. Promptly commences to cure the Default within the thirty-(30)-day period and specifies a date when the Default will be cured; D. Makes periodic reports to so elects, exercise any right or remedy which the Non-Defaulting Party as may have with respect to the progress any Non-Curable Default, without necessity of the program of cure; and E. Diligently prosecutes such cure providing to completion by the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withheld, then the Defaulting Party shall not be deemed in breach of this Agreement. Notwithstanding the foregoing, the Defaulting Party shall be deemed in Default under this Agreement if the breach any notice or failure involves the payment of money but the Defaulting Party has failed opportunity to completely cure the monetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date of such noticecure.

Notice and Opportunity to Cure. Where a A Non-Defaulting Party declares in its discretion may elect to declare a default under this Agreement by delivering a written notice of the alleged default (“Notice of Default”) in accordance with the procedures hereinafter set forth for any alleged failure or breach of the any other Party (“Defaulting Party”) to perform a any material duty or obligation of the Defaulting Party under the terms of this Agreement. Notwithstanding any failure or breach, a Party shall be deemed to be in Default under this Agreement (and therefore, a Defaulting Party) only if: (i) the Non-Defaulting Party must provide written notice has provided a Notice of Default to the Defaulting such Party setting forth the nature of the alleged breach or failure and the actions, if any, required by the Defaulting Party to cure such alleged breach or failure. The Defaulting , and (ii) the Party for which a breach is alleged shall be deemed in Default under this Agreement have failed, if the breach or failure can be cured, but the Defaulting Party has failed to take such actions and cure such breach or failure default (x) within twenty (20) calendar days after the date of its receipt of the written notice delivered by the Non-Defaulting Party for monetary defaults and (y) for all other defaults, within thirty (30) calendar days after the date of such notice or ten (10) days for monetary Defaults (or such lesser time as may be specifically provided in this Agreement). Howeverits receipt of the Notice of Default delivered by the Non- Defaulting Party, provided, however, if such non- any non-monetary Default default cannot be cured within such thirty (30) day period, then the Defaulting Party shall not be deemed in breach of this Agreement if and if and, as long as such Defaulting Party does each of the following (provided, however, that if such default is not cured within ninety (90) days following the delivery of the Notice of Default by the Non-Defaulting Party, then, notwithstanding such following actions, the Defaulting Party does all shall be deemed immediately in breach of the following:terms of this Agreement and the Non-Defaulting Party may terminate this Agreement in accordance with the procedures under Section 11.5.2): A. (a) Notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted Default default is not curable within the thirty (30) day period; B. (b) Notifies the Non-Defaulting Party of the Defaulting its Party’s proposed actions course of action to cure the Default;default;‌ C. (c) Promptly commences to cure the Default default within the thirty-(30)-day period and specifies a date when the Default will be curedthirty (30) day period; D. (d) Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and E. (e) Diligently prosecutes such cure to completion by the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withheld, then the Defaulting Party shall not be deemed in breach of this Agreement. Notwithstanding the foregoing, the Defaulting Party shall be deemed in Default under this Agreement if the breach or failure involves the payment of money but the Defaulting Party has failed to completely cure the monetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date of such notice.completion.‌

Notice and Opportunity to Cure. Where 3.2.1. Whenever any party to this Agreement alleges a Non-Defaulting Party declares a failure or breach of default by the other Party (“Defaulting Party”) to perform a material duty or obligation of the Defaulting Party under the terms of this Agreementother, the Non-Defaulting Party must party alleging the default shall provide written notice to the Defaulting Party setting forth other specifying the nature of the alleged breach or failure default and the actionsactions necessary to cure the default. Subject to Unavoidable Delays, if any, required by the Defaulting Party to cure such alleged breach or failure. The Defaulting Party shall be deemed in Default under this Agreement if the breach or failure can be cured, but the Defaulting Party has failed to take such actions and cure such breach or failure default is not cured within thirty (30) days after the date defaulting party’s receipt of such notice (the “Cure Period”), the non-defaulting party may take any one or ten (10) days for monetary Defaults (or such lesser time as more of the actions set forth below. 3.2.2. The non-defaulting party may be specifically provided in suspend its performance under this Agreement until it receives assurances from the defaulting party that the defaulting party will cure its default and continue its performance under this Agreement). 3.2.3. HoweverThe non-defaulting party may elect to take no such action, if such non- monetary notwithstanding an Event of Default cannot be having been cured within such said thirty (30) day period, and if andthe defaulting party provides the non-defaulting party with written assurances satisfactory to the non-defaulting party that the Event of Default will be cured as soon as reasonably possible. No notice of such election by the non-defaulting party shall be required. 3.2.4. Following the Cure Period, as long as the Defaulting Party does all Parties shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement. Unless otherwise resolved, designated members of the following: A. Notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted Default is not curable City and PMF shall meet within the thirty (30) day period; B. Notifies the Non-Defaulting Party days of the Defaulting Party’s proposed actions date of expiration of the Cure Period and shall use their commercially reasonable efforts to cure resolve such dispute, which includes the Default; C. Promptly commences to cure the Default within the thirty-(30)-day period and specifies a date when the Default will be cured; D. Makes periodic reports parties exchanging documents upon reasonable request. Notwithstanding any other provision herein to the Non-Defaulting contrary, neither party shall commence any litigation against the other with respect to a dispute that was the subject of a Default Notice as described herein unless such Party as in good faith attempted to follow the progress of escalation provisions described herein. 3.2.5. Should the program of cure; and E. Diligently prosecutes such cure parties be unable to completion by resolve the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withhelddispute under Section 3.2.4, then the Defaulting Party shall not be deemed in breach of non-defaulting party may cancel and terminate this Agreement, or take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to the defaulting party, including any actions to collect any payments due under this Agreement or to pursue any claims for monetary damages at law or to enforce performance and observance of any obligation, agreement, or covenant to the defaulting party under this Agreement. 3.2.6. Notwithstanding the foregoing, the Defaulting Party Nothing in this Section or Agreement shall be deemed in Default under this Agreement if to abrogate, terminate or otherwise limit the breach or failure involves the payment statutory provisions of money but the Defaulting Party has failed to completely cure the monetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date of such notice§893.80, Wis. Stat.

Notice and Opportunity to Cure. Where For purposes of this Agreement, the term “Non-Curable Default” shall mean and refer to: (a) any failure by Purchaser to deliver the Xxxxxxx Money on a timely basis as required under this Agreement; and/or (b) any failure by either Party to deliver to the Title Company, on or before the Closing Deadline, all funds, documents and other items necessary to close the transaction under this Agreement. In the event of any breach of any representation, warranty or covenant by either Party or any other default (other than a Non-Defaulting Party declares a failure or breach of the other Curable Default) by either Party (the breaching or defaulting Party being referred to herein {N4542684.1} 51 as the “Defaulting Party”) the other Party (the “Non-Defaulting Party”) will not exercise any of such Non-Defaulting Party’s rights or remedies under this Agreement until and unless the Non-Defaulting Party has provided to perform the Defaulting Party a material duty written notice of the breaches or obligation defaults of the Defaulting Party under (the terms “Default Notice”) and the Defaulting Party has failed to remedy or cure the breaches or defaults specified in the Default Notice within fifteen (15) days after the date of this Agreementthe Non-Defaulting Party’s delivery of the Default Notice. In the event of any Non-Curable Default by the Defaulting Party, the Non-Defaulting Party must provide written may, at its option and election, afford notice and opportunity to cure to the Defaulting Party, but it is expressly agreed and understood that the Non-Defaulting Party has no duty to afford any such notice or opportunity to cure to the Defaulting Party. Rather, the Non-Defaulting Party may, if the Non-Defaulting Party so elects, exercise any right or remedy which the Non-Defaulting Party may have with respect to any Non-Curable Default, without necessity of providing to the Defaulting Party setting forth any notice or opportunity to cure. Further, in the nature event of any failure of a condition precedent to the alleged breach obligations of a Party under this Agreement, such Party will not exercise any of its rights or failure and the actions, if any, required by the Defaulting Party to cure such alleged breach or failure. The Defaulting Party shall be deemed in Default remedies under this Agreement if until and unless such Party has provided to the breach or other Party a written notice of the failure can be cured, but of condition precedent and the Defaulting other Party has failed to take such actions and cure such breach or failure satisfy the condition precedent within thirty fifteen (3015) days after the date of delivery of such notice or ten (10) days for monetary Defaults (or such lesser time as may be specifically provided in this Agreement). However, if such non- monetary Default cannot be cured within such thirty (30) day period, and if and, as long as the Defaulting Party does all of the following: A. Notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted Default is not curable within the thirty (30) day period; B. Notifies the Non-Defaulting Party of the Defaulting other Party’s proposed actions to cure the Default; C. Promptly commences to cure the Default within the thirty-(30)-day period and specifies a date when the Default will be cured; D. Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and E. Diligently prosecutes such cure to completion by the date specified by the Defaulting Party, and F. The date for curing the Default is accepted, in writing, by the Non- Defaulting Party, which acceptance shall not be unreasonably withheld, then the Defaulting Party shall not be deemed in breach of this Agreement. Notwithstanding the foregoing, the Defaulting Party shall be deemed in Default under this Agreement if the breach or failure involves the payment of money but the Defaulting Party has failed to completely cure the monetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date of such notice.