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

Seller’s Right to Cure or Remediate. Seller shall have the right, but not the obligation, to cure or remediate at or prior to the Closing any Defect accepted by Seller or determined to be a Defect pursuant to Section 5.2. If a Defect to be cured or remediated is not cured or remediated prior to the originally scheduled Closing Date, then Seller may elect to extend the Closing Date for the Purchased Assets (or interests therein) affected by such Defect up to 60 days and complete the cure or remediation. If Seller elects to extend the Closing Date for the Purchased Assets (or interests therein) affected by a Defect, it shall give Buyer written notice of such election at least two days prior to the originally scheduled Closing Date and provide a new date for the Closing Date for such Purchased Assets (or interests therein), in which event (i) the Base Purchase Price for the originally scheduled Closing shall be reduced by the aggregate Allocated Values of all such Purchased Assets for which a new Closing Date has been established and (ii) the Base Purchase Price for the new Closing shall be the aggregate Allocated Values of all such Purchased Assets. All Purchased Assets (or interests therein) as to which no such election has been made shall be conveyed to Buyer subject to the terms of this Agreement on the originally scheduled Closing Date. With respect to any Defect that Seller elects not to cure or remediate or that Seller fails to cure or remediate at or prior to the Closing, the provisions of Section 5.4(b) or Section 5.4(c) shall apply.

Seller’s Right to Cure or Remediate. Seller Sellers shall have the right, but not the obligation, to cure or remediate at or prior to the Closing any Defect accepted by Seller Sellers or determined to be a Title Defect pursuant to Section 5.2. If a Defect to be cured or remediated is not cured or remediated prior to the originally scheduled Closing Date, then Seller Sellers may elect to extend the Closing Date for the Purchased Assets (or interests therein) affected by such Defect up to 60 days and complete the cure or remediation. If Seller elects Sellers elect to extend the Closing Date for the Purchased Assets (or interests therein) affected by a Defect, it shall give Buyer written notice of such election at least two days prior to the originally scheduled Closing Date and provide a new date for the Closing Date for such Purchased Assets (or interests therein), in which event (i) the Base Purchase Price for the originally scheduled Closing shall be reduced by the aggregate Allocated Values of all such Purchased Assets for which a new Closing Date has been established and (ii) the Base Purchase Price for the new Closing shall be the aggregate Allocated Values of all such Purchased Assets. All Purchased Assets (or interests therein) as to which no such election has been made shall be conveyed to Buyer subject to the terms of this Agreement on the originally scheduled Closing Date. With respect to any Defect that Seller elects Sellers elect not to cure or remediate or that Seller fails Sellers fail to cure or remediate at or prior to the Closing, the provisions of Section 5.4(b) or Section 5.4(c) shall apply.

Seller’s Right to Cure or Remediate. Seller shall have the right, but not the obligation, to cure or remediate (by means including investigation, remediation and/or corrective action) at or prior to the Closing any Defect accepted by Seller or determined to be a Defect pursuant to Section 5.2. If a Defect to be cured or remediated is not cured or remediated prior to the originally scheduled Closing Date, then Seller may elect to extend the Closing Date for the Purchased Assets (or interests therein) affected by such Defect up to 60 days and complete the cure or remediationcure. If Seller elects to extend the Closing Date for the Purchased Assets (or interests therein) affected by a Defect, it shall give Buyer written notice of such election at least two days prior to the originally scheduled Closing Date and provide a new date for the Closing Date for such Purchased Assets (or interests therein), in which event (i) the Base Purchase Price for the originally scheduled Closing shall be reduced by the aggregate Allocated Values of all such Purchased Assets for which a new Closing Date has been established and (ii) the Base Purchase Price for the new Closing shall be the aggregate Allocated Values of all such Purchased Assets. All Purchased Assets (or interests therein) as to which no such election has been made shall be conveyed to Buyer subject to the terms of this Agreement on the originally scheduled Closing Date. With respect to any Defect that Seller elects not to cure or remediate or that Seller fails to cure or remediate at or prior to the Closing, the provisions of Section 5.4(b) or Section 5.4(c) shall apply. If Seller fails to cure a Defect at the end of the 60-day extended period, then, at Buyer’s election, Buyer may (x) accept the Purchased Asset (or interest therein) with such uncured Defect, in which event the Parties shall effect the Closing for such Purchased Asset, in which event the Allocated Value of such Purchased Asset shall be reduced by the Defect Value related to the uncured portion of such Defect; or (y) refuse to accept the Purchased Asset (or interest therein) with such uncured Defect, in which event the Parties shall not effect any Closing for such Purchased Asset, the Purchased Asset (or interest therein) shall become a retained asset of the Seller (a “Retained Asset”), and Buyer shall have no other or further obligation or liability in respect of such Retained Asset or the associated Defect, as any and all such obligation or liability in respect of such Retained Asset and the associated Defect shall be borne solely by Seller.