Common use of Seller’s Right to Cure Objections Clause in Contracts

Seller’s Right to Cure Objections. Subject to Seller’s obligations set forth in Section 6.07 below, Seller shall have the right but not the obligation to cure any Objections, the determination as to whether to do so shall be in Seller’s sole and absolute discretion. Seller shall notify Purchaser in writing as to whether or not Seller elects to cure such Objections (such notice, a “Seller Election Notice”). If the Seller Election Notice states that Seller has determined not to cure any Objections, Purchaser shall have the right to elect either (i) to accept the title as it then is, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to clause (ii) of the preceding sentence, then (w) the Downpayment shall be returned to Purchaser, (x) this Agreement shall be null, void and of no further force or effect, and (y) Purchaser and Seller shall have no further rights or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. Purchaser shall make its election between clauses (i) and (ii) of the second preceding sentence by written notice to Seller given not later than the fifth (5th) Business Day after the giving of the Seller Election Notice by Seller to Purchaser of Seller’s determination not to cure any Objection(s). If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected clause (i) above and the Closing shall take place on the Closing Date. If, pursuant to the Seller Election Notice, Seller elects to cure such Objection, Seller shall be entitled to adjourn the Closing one or more times for an aggregate period of not more than sixty (60) days, and the Seller’s Election Notice (or a subsequent notice in the case of any further adjournment after the first adjournment) shall indicate an adjourned date for Closing, which date shall be deemed the Closing Date for purposes of this Agreement, and Purchaser’s obligations under this Agreement shall remain in full force and effect during any such adjournment period. Notwithstanding the foregoing, Seller shall not incur any liability or obligation to Purchaser in the event Seller is unable to cure an Objection prior to the last adjourned Closing Date, and in such event Purchaser shall have the rights of election set forth in clauses (i) and (ii) of this Section 6.04.

Seller’s Right to Cure Objections. Subject to Seller’s obligations set forth If Buyer shall disapprove of any item disclosed in Section 6.07 belowthe Title Report, in the manner and within the time provided for in the preceding subparagraph (b), then, for a period of ten (10) days after Buyer gives you and Seller notice of such disapproval, Seller shall have the right but not the obligation to cure any Objections, the determination as to whether to do so shall be in Seller’s sole and absolute discretion. Seller shall notify Purchaser in writing as to whether or not Seller elects elect to cure such Objections (such noticedisapproved item prior to the close of Escrow, a “Seller Election Notice”). If the Seller Election Notice states that Seller has determined or to elect not to cure any Objectionssuch disapproved item. Notice of Seller's election in this regard shall be given to you and Buyer in writing within the aforesaid 10-day period. Failure of Seller to give such notice within said period shall constitute an election not to cure. If Seller shall elect to cure a disapproved item as aforesaid, Purchaser then Seller shall be obligated to cure the same prior to the close of Escrow, and the Closing Date shall be extended for such period of time, not exceeding thirty (30) business days, as Seller may reasonably require in order to effect such cure. If Seller shall elect not to cure a disapproved item, then, for a period of ten (10) days after Seller's written notice to Buyer of Seller's election not to cure (or the expiration of Seller's election period, if Seller fails to give such notice), Buyer shall have the right to elect either (i) waive Buyer's objection or terminate this transaction. Notice of Buyer's election in this regard shall be given to accept the title as it then is, without any reduction you and Seller in writing within said 10-day period. Failure of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (ii) Buyer to give such notice within said period shall constitute an election by Buyer to terminate this Agreementtransaction. If Purchaser Buyer elects to terminate this Agreement pursuant to clause transaction, the Escrow shall terminate without further liability on the part of either party (iiexcept that Buyer's obligations under Paragraph 8(c) of the preceding sentenceshall survive such termination), then (w) the Downpayment all documents and moneys deposited therein by either party shall be returned to Purchaser, (x) this Agreement shall be null, void and of no further force or effectsuch party, and (y) Purchaser Buyer and Seller shall have no further rights or obligations under this Agreement except with respect pay equally any escrow cancellation charges for escrow work done to the provisions hereof which by their terms expressly survive the termination hereof. Purchaser shall make its election between clauses (i) and (ii) date of the second preceding sentence by written notice to Seller given not later than the fifth (5th) Business Day after the giving of the Seller Election Notice by Seller to Purchaser of Seller’s determination not to cure any Objection(s). If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected clause (i) above and the Closing shall take place on the Closing Date. If, pursuant to the Seller Election Notice, Seller elects to cure such Objection, Seller shall be entitled to adjourn the Closing one or more times for an aggregate period of not more than sixty (60) days, and the Seller’s Election Notice (or a subsequent notice in the case of any further adjournment after the first adjournment) shall indicate an adjourned date for Closing, which date shall be deemed the Closing Date for purposes of this Agreement, and Purchaser’s obligations under this Agreement shall remain in full force and effect during any such adjournment period. Notwithstanding the foregoing, Seller shall not incur any liability or obligation to Purchaser in the event Seller is unable to cure an Objection prior to the last adjourned Closing Date, and in such event Purchaser shall have the rights of election set forth in clauses (i) and (ii) of this Section 6.04termination.

Seller’s Right to Cure Objections. Subject If Purchaser raises a material Objection to Seller’s obligations set forth a Specific Property in Section 6.07 belowaccordance with Sections 2.1 and 2.2 hereof, Seller shall have the right (the "Cure Right"), but not the obligation obligation, to cure any Objections, the determination as to whether to do so shall be in Seller’s sole and absolute discretion. Seller shall notify Purchaser in writing as to whether or not Seller elects attempt to cure such Objections Objection on or before October 31, 2000 (such notice, a “Seller Election Notice”the "Outside Cure Date"). If Seller exercises the Cure Right, such Specific Property shall not be considered an Uncured Property and the Closing for the remaining Property shall not be delayed, but such Specific Property shall not be transferred to Purchaser at the Closing and an amount equal to the Highest Offer for such Specific Property shall be withheld from the Purchase Price. If such Objection is cured by Seller Election Notice states on or before the Outside Cure Date, the Closing of such Specific Property (the "Specific Property Closing") in accordance with the terms of this Agreement shall occur 5 business days after Purchaser receives notice from Seller that such Objection has been cured (the "Specific Property Closing Date") at which time Purchaser shall pay Seller has determined not as the purchase price for such Specific Property an amount equal to cure the Highest Offer for such Specific Property. Notwithstanding anything herein to the contrary, (a) Purchaser may at any Objectionstime inform Seller that it wishes to acquire such Specific Property and waive the Objection and the Specific Property Closing shall occur as set forth above, (b) the Closing for the remaining Property shall be delayed until the Specific Property Closing Date if, except for Seller's exercise of the Cure Right, Purchaser shall would have had the right to elect either (i) to accept the title as it then is, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to clause (ii) the provisions of the preceding sentence, then (w) the Downpayment shall be returned to Purchaser, (x) this Agreement shall be null, void and of no further force or effectSection 2.2 hereof, and (yc) Purchaser and Seller shall have no further rights or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. Purchaser shall make its election between clauses (i) and (ii) of the second preceding sentence by written notice to Seller given not later than the fifth (5th) Business Day after the giving of the Seller Election Notice by Seller to Purchaser of Seller’s determination not to cure any Objection(s). If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected clause (i) above and the Closing shall take place on the Closing Date. If, pursuant to the Seller Election Notice, Seller elects to cure such Objection, Seller shall be entitled to adjourn the Closing one or more times for an aggregate period of not more than sixty (60) days, and the Seller’s Election Notice (or a subsequent notice in the case of any further adjournment after the first adjournment) shall indicate an adjourned date for Closing, which date shall be deemed the Closing Date for purposes of this Agreement, and Purchaser’s obligations under this Agreement shall remain in full force and effect during any such adjournment period. Notwithstanding the foregoing, Seller shall not incur any liability or obligation to Purchaser in the event if Seller is unable or unwilling to cure an the Objection prior on or before the Outside Cure Date, neither party shall have any obligation to the last adjourned Closing Date, and in other relating to such event Purchaser shall have the rights of election set forth in clauses (i) and (ii) of this Section 6.04Specific Property.

Seller’s Right to Cure Objections. Subject If Purchaser notifies Seller of Objections in writing, prior to the expiration of the Title Review Period, then Seller shall, within fifteen (15) business days after Seller’s obligations set forth in Section 6.07 below's receipt of notice, Seller shall have either satisfy the right but not the obligation to cure any Objections, the determination as to whether to do so shall be in Objections at Seller’s 's sole cost and absolute discretion. Seller shall expense or promptly notify Purchaser in writing as to whether of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller elects shall, in any event, be obligated to cure those Objections that are liens, encumbrances or security interests or that have been voluntarily placed against any of the Assets by Seller after the date hereof. Seller shall utilize reasonable diligence to cure all other Objections in a manner that does not impose an unreasonable monetary burden on Seller. Any Objection appearing in the Title Commitments that is objected to by Purchaser will be deemed to be cured if the Title Company issues a revised commitment stating that such Objections (such notice, a “Seller Election Notice”)exception will not appear in the Owner's Policy of Title Insurance to be issued pursuant to the Title Commitment. If Seller fails or refuses to satisfy any Objection (other than objection(s) described in the Seller Election Notice states that Seller has determined not to cure any Objectionspreceding sentence), then Purchaser shall have the right to elect may either (i) waive the unsatisfied Objections by notice in writing to accept the title as it then is, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, Seller (in which case such objection(s) shall become a Permitted Exception) or (ii) notify Seller in writing that it does not wish to terminate this Agreementpurchase the Branch to which such Objection relates. If Purchaser elects to exclude the Branch from this Transaction, such Branch and any related Assets shall not constitute an "Asset" and shall not be conveyed to Purchaser at Closing; provided, however, that the Assumed Deposits of such Branch shall constitute Liabilities and be assumed by Purchaser as if such Branch had been an Asset. It is specifically provided, however, that no premium shall be paid by Purchaser on the Assumed Deposits related to any excluded Branch except the Lexington Branch Office for which a premium would be payable as set forth in the definition of Purchase Price contained in this Agreement. It is further provided, however, that if, as a result of Purchaser not having to pay a premium on the Assumable Deposits at one or more Branches, the total amount of Assumed Deposits on which Seller will receive a premium falls below $185,000,000, Seller has the option to terminate this Agreement pursuant to clause (ii) of the preceding sentence, then (w) the Downpayment shall be returned to Purchaser, (x) this Agreement shall be null, void and of no without further force or effect, and (y) Purchaser and Seller shall have no further rights or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. Purchaser shall make its election between clauses (i) and (ii) of the second preceding sentence by written notice to Seller given not later than the fifth (5th) Business Day after the giving of the Seller Election Notice by Seller to Purchaser of Seller’s determination not to cure any Objection(s). If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected clause (i) above and the Closing shall take place on the Closing Date. If, pursuant to the Seller Election Notice, Seller elects to cure such Objection, Seller shall be entitled to adjourn the Closing one or more times for an aggregate period of not more than sixty (60) days, and the Seller’s Election Notice (or a subsequent notice in the case of any further adjournment after the first adjournment) shall indicate an adjourned date for Closing, which date shall be deemed the Closing Date for purposes of this Agreement, and Purchaser’s obligations under this Agreement shall remain in full force and effect during any such adjournment period. Notwithstanding the foregoing, Seller shall not incur any liability or obligation to Purchaser in the event Seller is unable to cure an Objection prior to the last adjourned Closing Date, and in such event Purchaser shall have the rights of election set forth in clauses (i) and (ii) of this Section 6.04liability.