Common use of Notice of Breach and Cure Procedures Clause in Contracts

Notice of Breach and Cure Procedures. (a) The Commissioner will notify the Company, in writing, of any breach by the Company of an obligation under this Agreement, in accordance with § 10.4 hereof. The notice will specify the breach(es). The Company shall either (i) if applicable, within the period of time specified in (as applicable) § 9.2.1(a) hereof, or such longer period of time as the Commissioner may in the Commissioner’s discretion specify in such notice, cure such alleged breach(es); or (ii) in a written response submitted to the Commissioner within fifteen days after the notice of breach, present facts and arguments refuting that a breach has occurred. The submission of such a response, provided there is a bona fide, reasonable basis for such response, as determined by the Commissioner, in the Commissioner’s sole discretion, will toll the running of the applicable cure period provided for in § 9.2.1(a) hereof, such tolling to be effective until the City responds in writing to such submission. (b) If the Company fails to cure the breach within the applicable cure period and fails to submit a response to the Commissioner pursuant to § 9.2.2(a) hereof within the period provided herein for submitting such response, an Event of Default will be deemed to have occurred. (c) If, after the Company submits a response to the Commissioner pursuant to § 9.2.2(a) hereof, the Commissioner determines, in the Commissioner’s sole discretion, that a breach under this Agreement has occurred, the Company must cure such breach within the balance of the time period to cure that remained when the submission was made. If the Company fails to cure within the remaining time, the breach will be deemed to be an Event of Default. For purposes of this § 9, “cure” includes not only the Company coming into compliance with this Agreement on a going-forward basis, but also compensating the City for any injury or damages it has suffered during the period of non-compliance as a result of such non-compliance.