Common use of Option to Cure Defects Clause in Contracts

Option to Cure Defects. Seller shall have the right, but not the obligation to attempt, at Seller’s sole cost, to cure or remove, on or prior to the date ninety (90) days after the Closing Date, any Defects asserted in a valid Defect Notice. Seller shall be deemed to have cured or removed a validly asserted Defect on or prior to the Cut-Off Date if the Oil and Gas Property affected by such alleged Defect is free of all Defects as of the date ninety (90) days after the Closing Date. If any validly asserted Defect is not cured or removed as elected by Seller, or if Seller and Purchaser cannot agree as to whether such Defect has been cured or removed, and it is determined by the applicable Defect Referee that such Defect is not cured by the date ninety (90) days after the Closing Date, the Unadjusted Purchase Price shall be adjusted by the Defect Amount attributable to such Defect. In the event that any Defect that Seller elects to cure after the Closing is cured (or partially cured) by the date ninety (90) days after the Closing Date, then, in the final calculation of the Final Purchase Price pursuant to Section 2.5(b), the Adjusted Purchase Price will be adjusted upward by the amount by which the Unadjusted Purchase Price was adjusted downward at the Closing for such Defect (or the portion of such downward adjustment attributable to the cured portion of such affected Asset). Seller’s attempt to cure or remove a Defect shall not constitute an obligation to cure or attempt to cure such Defect or a waiver of Seller’s right to dispute the validity, nature, or value of, or cost to cure, such Defect.

Option to Cure Defects. Seller shall have the right, but not the obligation to attempt, at Seller’s sole cost, to cure or remove, on or prior to the date ninety (90) days after the Closing Date, applicable Cure Deadline any alleged Defects asserted in a valid Defect Notice. ; provided, however, with respect to any Title Defects that remain uncured as of the Closing, Seller shall be deemed to have elected to cure such Title Defects after Closing unless Seller provides Purchaser written notice indicating otherwise. Alleged Defects shall be deemed to have been cured or removed if Seller and Purchaser agree that, or if there has been a validly asserted Defect on final determination pursuant to Section 3.2(i) that (i) with respect to Title Defects, that the DSUs or prior to the Cut-Off Date if the Oil and Gas Property Xxxxx, affected by such alleged Defect is are free of all Defects such Defect as of the date ninety applicable Cure Deadline, or (90ii) days after with respect to Environmental Defects, such Environmental Defect has been Remediated as of the Closing Dateapplicable Cure Deadline. If any validly asserted Defect is not cured or removed as elected by Sellerremoved, or if Seller and Purchaser cannot agree as to whether such Defect has been cured cured, Remediated, or removed, and it is finally determined by the applicable Defect Referee in accordance with Section 3.2(i) that such Defect is not cured cured, Remediated, or removed by the date ninety (90) days after the Closing DateCure Deadline, the Unadjusted Purchase Price shall be adjusted by the Defect Amount attributable to such Defect. In the event that any Defect that Seller elects to cure after the Closing is cured (or partially cured) by the date ninety (90) days after the Closing Date, then, in the final calculation of the Final Purchase Price pursuant to Section 2.5(b), the Adjusted Purchase Price will be adjusted upward by the amount by which the Unadjusted Purchase Price was adjusted downward at the Closing for such Defect (or the portion of such downward adjustment attributable to the cured portion of such affected Asset). Seller’s attempt to cure or remove a Defect shall not constitute an obligation to cure or attempt to cure such Defect or a waiver of Seller’s right to dispute the validity, nature, or value of, or cost to cure, such DefectDefect Amounts.

Option to Cure Defects. Seller shall have the right, but not the obligation obligation, to attempt, at Seller’s sole cost, to cure or remove, on or prior to the date ninety (90) 90 days after the Closing DateDefect Deadline, any Defects asserted in a valid Defect Notice. Seller shall be deemed to have cured or removed a validly asserted Defect on or prior to the Cut-Off Date if the Oil and Gas Property Assets affected by such alleged Defect is are free of all Defects as of the date ninety (90) 90 days after the Closing DateDefect Deadline. If any validly asserted Defect is not cured or removed as elected by Seller, or if Seller and Purchaser cannot agree as to whether such Defect has been cured or removed, and it is determined by the applicable Defect Referee that such Defect is not cured by the date ninety (90) 90 days after the Closing DateDefect Deadline, the Unadjusted Purchase Price shall be adjusted by the Defect Amount attributable to such Defect. In the event that any Defect that Seller elects to cure , or, if after the Closing is cured (or partially cured) by Closing, transfer from the date ninety (90) days after the Closing Date, then, Holdback Amount to Purchaser shall be made in the final calculation of the Final Purchase Price pursuant to manner provided for in Section 2.5(b), the Adjusted Purchase Price will be adjusted upward by the amount by which the Unadjusted Purchase Price was adjusted downward at the Closing for such Defect (or the portion of such downward adjustment attributable to the cured portion of such affected Asset3.2(g). Seller’s attempt to cure or remove a Defect shall not constitute an obligation to cure or attempt to cure such Defect or a waiver of Seller’s right to dispute the validity, nature, or value of, or cost to cure, such Defect.

Option to Cure Defects. Seller Sellers shall have the right, but not the obligation to attempt, at Seller’s Sellers’ sole cost, to cure or remove, on or prior to the date ninety (90) days after the Closing Dateapplicable Cure Deadline, any Defects asserted in a valid Defect Notice; provided that, if Sellers elect to cure any Title Defects after Closing, then Sellers shall notify Purchaser of its election prior to Closing. Seller Alleged Defects shall be deemed to have been cured or removed if Sellers’ Representative and Purchaser agree that, or if there has been a validly asserted Defect on final determination pursuant to Section 3.2(i) that, (i) with respect to Title Defects, the DSUs or prior to the Cut-Off Date if the Oil and Gas Property Xxxxx affected by such alleged Defect is are free of all Defects such Defect as of the date ninety applicable Cure Deadline, or (90ii) days after the Closing Datewith respect to Environmental Defects, such Environmental Defect has been Remediated. If any validly asserted Defect is not cured cured, Remediated or removed as elected by Sellerremoved, or if Seller Sellers’ Representative and Purchaser cannot agree as to whether such Defect has been cured cured, Remediated or removed, and it is finally determined by the applicable Defect Referee in accordance with Section 3.2(i) that such Defect is not cured cured, Remediated or removed by the date ninety (90) days after the Closing DateCure Deadline, the Unadjusted Purchase Price shall be adjusted by the Defect Amount attributable to such Defect. In the event that any Defect that Seller elects to cure after the Closing is cured (or partially cured) by the date ninety (90) days after the Closing Date, then, in the final calculation of the Final Purchase Price pursuant to Section 2.5(b), the Adjusted Purchase Price will be adjusted upward by the amount by which the Unadjusted Purchase Price was adjusted downward at the Closing for such Defect (or the portion of such downward adjustment attributable to the cured portion of such affected Asset). Any Seller’s attempt to cure or remove a Defect shall not constitute an obligation to cure or attempt to cure such Defect or a waiver of such Seller’s right to dispute the validity, nature, nature or value of, or cost to cure, such Defect.