Common use of Purchaser’s Right to Cure Clause in Contracts

Purchaser’s Right to Cure. Notwithstanding anything to the contrary in this Agreement, Seller shall not have the right to terminate this Agreement under Section 13.1 for either a Purchaser Default or for a failure of a Seller Closing Condition (a “Purchaser Default or Failure”), unless Seller has provided written notice to Purchaser specifying in reasonable detail the nature of the Purchaser Default or Seller Closing Condition Failure (as the case may be), and Purchaser has not cured such Purchaser Default or Seller Closing Condition Failure (as the case may be) within five (5) days after Seller’s receipt of such notice (the “Purchaser Cure Period”); provided, that if Seller has already delivered the five (5) Business Day notice of a Purchaser Default required by the definition of “Purchaser Default” set forth in this Agreement and such five (5) Business Day cure period has expired, Purchaser shall not be entitled to any further cure period. If the Closing is scheduled to occur within the Purchaser Cure Period, the Closing Date shall not be postponed, and Closing shall occur on the Closing Date. Notwithstanding the foregoing, the terms of this Section 13.9 shall not apply in the event that a Seller Default or Failure applies to: (a) any failure by Purchaser to satisfy Purchaser’s obligation to make the material deliveries required to be made by it on the Closing Date pursuant to Section 10.3.2 hereof (including the obligation to pay the Purchase Price), (b) a breach or default by Purchaser under Sections 3.2.1, 3.3 or 16.4, in which case the Purchaser Cure Period shall be two (2) Business Days or (c) failure to consummate Closing on the Closing Date.

Purchaser’s Right to Cure. Notwithstanding anything to the contrary in this Agreement, Seller shall not have the right to terminate this Agreement exercise its remedies under clause (A) or the penultimate sentence of Section 13.1 13.3 for either a Purchaser Default (other than Purchaser’s failure to (i) pay the Purchase Price on the Closing Date, or (ii) deliver the Purchaser Closing Deliveries on the Closing Date, both in accordance with the terms of this Agreement) or Section 9.3.2 for a failure of a Seller Closing Condition other than Purchaser’s failure to (1) pay the Purchase Price on the Closing Date, or (2) deliver the Purchaser Closing Deliveries on the Closing Date, both in accordance with the terms of this Agreement (a “Purchaser Default or Seller Closing Condition Failure”), unless Seller has provided written notice to Purchaser specifying in reasonable detail the nature of the Purchaser Default or Seller Closing Condition Failure (as the case may be), and Purchaser has not cured such Purchaser Default or Seller Closing Condition Failure (as the case may be) within five ten (510) days after SellerPurchaser’s receipt of such notice (the “Purchaser Cure Period”); provided, that if Seller has already delivered in which case the Closing shall be postponed until the date which is five (5) Business Day notice Days after the expiration of a Purchaser Default required by the definition of “Purchaser Default” set forth in this Agreement and such five (5) Business Day cure period has expired, Purchaser shall not be entitled to any further cure period. If the Closing is scheduled to occur within the Purchaser Cure Period, the Closing Date shall not be postponed, and Closing shall occur on the Closing Date. Notwithstanding the foregoing, the terms of this Section 13.9 shall not apply in the event that a Seller Default or Failure applies to: (a) any failure by Purchaser to satisfy Purchaser’s obligation to make the material deliveries required to be made by it on the Closing Date pursuant to Section 10.3.2 hereof (including the obligation to pay the Purchase Price), (b) a breach or default by Purchaser under Sections 3.2.1, 3.3 or 16.4, in which case the Purchaser Cure Period shall be two (2) Business Days or (c) failure to consummate Closing on the Closing Date.

Purchaser’s Right to Cure. Notwithstanding anything to the contrary in this Agreement, Seller shall not have the right to terminate this Agreement under Section 13.1 13.1(iv) for either a Purchaser Default or Section 13.1(iii) for a failure of a Seller Closing Condition (a “Purchaser Default or Seller Closing Condition Failure”), unless Seller has provided written notice to Purchaser specifying in reasonable detail the nature of the Purchaser Default or Seller Closing Condition Failure (as the case may be), and Purchaser has not cured such Purchaser Default or Seller Closing Condition Failure (as the case may be) within five ten (510) days after Seller’s receipt of such notice (the “Purchaser Cure Period”); provided, that if Seller has already delivered the five (5) Business Day notice of a Purchaser Default required by the definition of “Purchaser Default” set forth in this Agreement and such five (5) Business Day cure period has expired, Purchaser shall not be entitled to any further cure period. If the Closing is scheduled to occur within the Purchaser Cure Period, the Closing Date shall not be postponed, and Closing shall occur on postponed until the Closing Datedate which is five (5) Business Days after the expiration of the Purchaser Cure Period. Notwithstanding the foregoing, Purchaser acknowledges and agrees that the terms of this Section 13.9 13.5 shall not apply in the event that a Seller Default or Failure applies to: (a) any failure by Purchaser to satisfy Purchaser’s obligation to make the material deliveries required to be made by it on the Closing Date pursuant to Section 10.3.2 10.3(b) hereof (including the obligation to pay the Purchase Price), or (b) a breach or default by Purchaser under Sections 3.2.1Section 3.2(a), 3.3 3.3, or 16.4, in which case the Purchaser Cure Period shall be two (2) Business Days or (c) failure to consummate Closing on the Closing Date.

Purchaser’s Right to Cure. Notwithstanding anything to the contrary in this Agreement, Seller shall not have the right to terminate this Agreement under Section 13.1 for either a Purchaser Default or for a failure of a Seller Closing Condition (a “Purchaser Default or Failure”), unless Seller has provided written notice to Purchaser specifying in reasonable detail the nature of the Purchaser Default or Seller Closing Condition Failure (as the case may be), and Purchaser has not cured such Purchaser Default or Seller Closing Condition Failure (as the case may be) within five ten (510) days after Seller’s receipt of such notice (the “Purchaser Cure Period”)notice; provided, that if Seller has already delivered the five ten (510) Business Day notice of a Purchaser Default required by the definition of “Purchaser Default” set forth in this Agreement and such five ten (510) Business Day cure period has expired, Purchaser Seller shall not be entitled required to give Purchaser any further cure periodperiod (the “Purchaser Cure Period”). If the Closing is scheduled to occur within the Purchaser Cure Period, the Closing Date shall not be postponed, and Closing shall occur on postponed until the Closing Datedate which is five (5) Business Days after the expiration of the Purchaser Cure Period. Notwithstanding the foregoing, the terms of this Section 13.9 shall not apply in the event that a Seller Default or Failure applies to: (a) any failure by Purchaser to satisfy Purchaser’s obligation to make the material deliveries required to be made by it on the Closing Date pursuant to Section 10.3.2 hereof (including the obligation to pay the Purchase Price), or (b) a breach or default by Purchaser under Sections 3.2.1, 3.3 or 16.4, then in each of which case cases under (a) or (b), the Purchaser Cure Period shall be two (2) Business Days or (c) failure to consummate Closing on the Closing Datebusiness days.