Seller Cure Right Sample Clauses

Seller Cure Right. If the Seller fails to comply with Section 16.18(d) of this Agreement for any fiscal quarter, then, until the expiration of the period (the “Cure Period”) commencing on the last day of the related calendar month and ending on the date occurring on the thirtieth (30th) day (the “Cure Date”) subsequent to the earlier of (x) the date that the compliance certificate for such calendar month is required to be delivered pursuant to Section 16.2(c) hereof and (y) the date that such compliance certificate for such calendar month is actually delivered to the Agent, it shall not be deemed to be a Default or Event of Default hereunder if the Seller provides notice (the “Cure Notice”) to the Agent on a date (the “Cure Notification Date”) occurring within three (3) Business Days of the earlier of the dates described in clauses (x) and (y) above (the “Cure Notification Period”) that it intends to exercise the cure right under this Section 16.18(e) (the “Cure Right”) and the Seller receives from Parent an amount not less than the difference between the actual amount of the Seller’s Net Income for such four (4) consecutive fiscal quarter period and the amount of Net Income the Seller was required to have for such four (4) fiscal quarter period under Section 16.18(d), plus $1.00 (the “Contribution Amount”) on or prior to the Cure Date; provided that the Seller may exercise the Cure Right only one (1) time during the then-

Seller Cure Right. Seller shall have the right, but not the obligation, to cure any of the Title Objections. Seller shall notify Buyer no later than five (5) calendar days after receiving Buyer’s notice of Title Objections of whether Seller will cause any Title Objections to be removed from title, insured over or cured. Seller’s failure to provide such notice to Buyer within the required period as to the action Seller will take with respect to any Title Objection will be deemed an election by Seller to not remove from title, insure over or cure the Title Objection. Notwithstanding the foregoing, Seller shall be obligated to cure any monetary encumbrances on title (to the extent not caused by Buyer) for delinquent property taxes, judgment liens against Seller, mortgage or deed of trust liens entered into by Seller or mechanics’ liens arising out of a contract entered into by Seller, regardless of whether Buyer objects thereto.

Seller Cure Right. Notwithstanding anything to the contrary contained in this Holdback Agreement, if the DTSC or other entity demands performance by Seller of any Required Remediation Work, then (a) Seller shall provide notice of the same to Buyer, and (b) if Buyer fails (within ten (10) business days) to confirm in writing to Seller and the DTSC that Buyer will be solely responsible for the performance of all such Required Remediation Work or Buyer will assume responsibility for objecting to such Required Remediation Work on Seller’s behalf and if not successful, implementing the Required Remediation Work, then Seller shall have the right, but not the obligation, to perform the Required Remediation Work (“Seller Performed Remediation Work”) and access the Holdback Funds for the payment of such Required Remediation Work as provided below. Any Seller Performed Remediation Work shall be performed by Geosyntec or such other contractor approved DTSC under the terms of the CACA. Each Draw Notice submitted by Seller to Escrow Agent for Seller Performed Remediation Work shall copy Buyer and shall include invoices, purchase orders, or other documentation evidencing the out-of-pocket costs incurred (whether paid or payable) by Seller in undertaking and completing the Seller Performed Remediation Work which is the subject of that Draw Notice (“Seller Cure Costs”), together with reasonable documentation evidencing the completion of that portion of the Seller Performed Remediation Work completed by Seller to which such Draw Notice relates. The amount specified in the Draw Notice shall be released by Escrow Agent from the Holdback Funds to Seller so as to compensate Seller for the applicable portion of Seller’s Cure Costs relating to the applicable Draw Notice within ten (10) business days after submission, unless Buyer shall have in good faith objected to the proposed request within seven (7) business days of receipt on the basis that the reimbursements being requested were not reasonably incurred for Required Remediation Work; Buyer’s objection must include specific details of the objectionable costs and explain the basis for the objection. Unless Seller specifies that Holdback Funds relating to a particular Draw Notice be released from the VOC Holdback Funds, and Buyer consents to such request (such consent not to be unreasonably withheld, conditioned or delayed), all Holdback Funds released shall be deemed to be General Holdback Funds. In the event that Buyer objects to a Disbursemen...

Seller Cure Right. If Seller fails to comply with Section 17.12(d) of this Agreement for any fiscal quarter (“Applicable Testing Quarter”), then Seller shall have the right (the “Cure Right”) to have Net Income increased, for purposes of calculating the Seller’s Net Income under Section 17.12(d) for such Applicable Testing Quarter, by an amount equal to the Contribution Amount, subject to the following: (i) for purposes of this clause (e), “Contribution Amount” shall mean an amount equal to the difference between the actual amount of the Seller’s Net Income for such quarter and the amount of Net Income the Seller was required to have for such quarter under Section 17.12(d), plus $1.00;