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

Seller’s Right to Cure. If on or prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either (i) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate this Agreement and receive the Deposit plus the interest accrued thereon (said return of the Deposit and interest thereon being Purchaser's sole remedy in such event).

Seller’s Right to Cure. If on or prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure Purchaser shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either exercise its remedies under clauses (ia) waive such ability to reaffirm and restate said representation and warranty, or (iic) terminate this Agreement and receive of Section 13.1 for a Seller Default or Section 9.2.2 for a failure of a Purchaser Closing Condition (a “Purchaser Closing Condition Failure”), unless Purchaser has provided written notice to Seller specifying in reasonable detail the Deposit plus the interest accrued thereon (said return nature of the Deposit Seller Default or Purchaser Closing Condition Failure (as the case may be), and interest thereon being Purchaser's sole remedy Seller has not cured such Seller Default or Purchaser Closing Condition Failure (as the case may be) within fifteen (15) Business Days after Seller’s receipt of such notice (the “Seller Cure Period”), in which case the Closing shall be postponed until the date which is five (5) Business Days after the expiration of the Seller Cure Period. Seller shall have the right (but not the obligation) to cure any Seller Default or Purchaser Closing Condition Failure by providing an indemnification to the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees as a result of the events or circumstances on which such event)Seller Default or Purchaser Closing Condition Failure is based, in which case Section 15.2 shall be amended at Closing to provide for such indemnification by Seller, and Purchaser shall proceed to Closing without any reduction in or setoff against the Purchase Price.

Seller’s Right to Cure. If on or prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in Except for any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant Monetary Encumbrance (individually or collectively, a "Known Breach"as hereinafter defined), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten no obligation to cure or correct any matter objected to by Buyer pursuant to this Section 2.3. However, on or before the fifth (105th) days Business Day following Seller’s receipt of a Buyer’s Objection Letter or a Supplemental Objection Letter, Seller may elect, by delivering written notice of such election to Buyer and Escrow Agent (“Seller’s Response”), to attempt to cause Title Company to remove or insure over any matters objected to in order such Buyer’s Objection Letter or Supplemental Objection Letter. If Seller fails to deliver Seller’s Response within the time frame set forth above, it shall be deemed to be an election by Seller not to attempt to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been curedobjection by causing Title Company to so remove or insure over such objection. If, after making all reasonable efforts, If Seller is unable elects not to cure the Known Breach within such ten (10) day periodattempt to cause Title Company to so remove or insure, then Purchaser shall elect Buyer must elect, by delivering written notice of such election to Seller and Escrow Agent on or before the earlier to either occur of (i) waive the Known Breach fifth (5th) Business Day following Buyer’s receipt of Seller’s Response or (ii) if no Seller’s Response is received by Buyer, the fifth (5th) Business Day following the date on which Seller shall have been deemed to have responded as provided above, to: (x) terminate this Agreement, Agreement (in which case, Purchaser the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder (except for any obligations of either party pursuant hereto that by their terms expressly survive the termination hereof), and Buyer and Seller shall each pay one half (½) of any and all Escrow cancellation fees or charges and each party shall otherwise bear its own costs incurred hereunder); or (y) proceed to a right timely Closing whereupon such objected to recover actual third party expenses in an amount not exceptions or matters shall be deemed to exceed $100,000.00 as provided in Paragraph 11 of this Agreementbe Permitted Exceptions. In the event of terminationthat Buyer fails to make such election on a timely basis, the Deposit plus the interest accrued thereon then Buyer shall be returned deemed to Purchaser. If Purchaser fails have elected to give Seller notice of proceed to a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breachtimely Closing in accordance with the preceding clause (y). Notwithstanding the foregoing or anything contained herein to the contrary contained in this Section 17 or elsewhere in this Agreementcontrary, it is understood and agreed that to except for the extent any representation or warranty made by Seller in this Agreement is made to deed of trust securing the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereofExisting Loan, Seller is unable shall cause to reaffirm be released or bonded over any and restate all deeds of trust, mortgages or other encumbrances securing the accuracy payment of such representation and warrantymoney which Seller has caused or permitted to be recorded against the Property (each, such failure shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either (i) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate this Agreement and receive the Deposit plus the interest accrued thereon (said return of the Deposit and interest thereon being Purchaser's sole remedy in such event“Monetary Encumbrance”).

Seller’s Right to Cure. If on In the event that Buyer gives timely notice that any condition precedent under Section 3.4.1, 3.4.3 or prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller 3.4.4 is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchasernot approved by Buyer as provided above, Seller shall have the right, but not the obligation, for a period often (10) days after receipt of such notice, to attempt to cure one (1) or more of Buyer’s objection(s) if such objection(s) are reasonably susceptible to cure. If Seller elects to make such attempt, Seller shall notify Buyer and Escrow Holder in writing of which of Buyer’s objection(s) Seller shall attempt to cure within ten (10) days in order after receipt of said notice from Buyer. Within five (5) days after the end of said ten (10)-day period for Seller’s attempt to cure such Known Breach andthose Buyer’s objection(s) which Seller specified in its notice, if necessary, the Closing Date Buyer shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by give notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreementand Escrow Holder stating whether, in which Buyer’s sole and absolute discretion, the condition precedent is approved by Buyer, is waived by Buyer, or remains unsatisfied (specifying, in the latter case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreementreasonable detail the reason why such condition remains unsatisfied). In the event of terminationthat Buyer fails timely to give such notice, the Deposit plus the interest accrued thereon such condition shall be returned deemed satisfied. In the event that any condition remains unsatisfied as of the relevant time period specified above in this Section 3.3 with respect to Purchaser. If Purchaser fails such condition, either party may terminate this Agreement within five (5) days following the expiration of the relevant time period by giving written notice to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breachthe other party and Escrow Holder specifying the unsatisfied condition or conditions. Notwithstanding anything to the contrary contained herein, Buyer may, in its sole and absolute discretion, for any reason or no reason whatsoever, terminate this Agreement during the Study Period (as defined below) by providing written notice thereof to Seller. In the event of any such termination pursuant to this Section 17 or elsewhere 3.3, Escrow Holder shall terminate the Escrow and return the Xxxxxxx Money Deposit to Buyer, and, except as otherwise expressly provided in this Agreement, it is understood and agreed that to the extent neither party shall have any representation further rights or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller obligations under this Agreement, but Purchaser . Buyer and Seller shall nonetheless have the right each be responsible for payment to either Escrow Holder of one-half (i1/2) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate this Agreement and receive the Deposit plus the interest accrued thereon (said return of the Deposit Escrow fees and interest thereon being Purchaser's sole remedy in such event)charges related to termination, if any.

Seller’s Right to Cure. Within seven days after receipt of Bedford’s written notice of Title Objections, Seller shall provide written notice to Bedford and Escrow Holder as to which, if any, of the Title Objections Seller shall cause to be removed of record or otherwise cured to the satisfaction of Bedford in its discretion by the Closing Date (the exceptions which Seller agrees to cause to be removed are the “Approved Title Objections”). Seller must cure all exceptions relating to deeds of trust, mortgages, liens or other encumbrances representing monetary liens (other than non-delinquent real property taxes and assessments) which can be removed by the payment of money (“Monetary Liens”). If on Seller elects not to cure all Title Objections, then Bedford shall have the right, upon written notice to Seller, to acquire the Property subject to the Title Objections, except for the Monetary Liens, without any abatement in the Purchase Price. Within seven days of receipt of Seller’s notice of the Approved Title Objections, Bedford shall provide Seller and Escrow Holder written notice (the “Title Notice”) of whether Bedford is electing to terminate this Agreement or prior acquire the Property subject to the terms noted above. If Seller does not remove an Approved Title Objection or Monetary Lien by the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is shall be in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by SellerBedford, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement addition to all other rights and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller remedies available under this Agreement, but Purchaser at law or in equity, shall nonetheless have the right right, but not the obligation, upon written notice to either Seller, to (i1) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate cancel this Agreement and receive the Deposit plus the interest accrued thereon (said return a refund of the Deposit or (2) acquire title to the Property subject to such Approved Title Objection or Monetary Lien and interest thereon being Purchaser's sole remedy in reduce the Purchase Price by the amount to remove or cure such event)Approved Title Objection or Monetary Lien. In exercising its rights under the preceding sentence, Bedford shall have the right, but not the obligation, to adjourn the Closing Date for five days before making such an election.

Seller’s Right to Cure. If on or prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn Purchaser discovers that any representation or warranty of Seller is untrue or misleading in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known “Breach"”), then Purchaser may waive shall, within five (5) business days after such Known Breach or discovery, give Seller notice of such Known BreachBreach (“Purchaser’s Notice”); provided, however, Purchaser’s failure to timely give such notice is not a default by Purchaser but Purchaser shall be deemed to have waived such default. Upon receipt of notice from Purchaser’s Notice, Seller shall have the right to cure such Breach within ten (10) days in order to cure after receipt of such Known Breach and, if necessary, notice and the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within postponed by such ten (10) day period. If Seller is unable to timely cure the Breach, then Seller shall so notify Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement“Seller’s Notice”). In the event of terminationsuch an uncured Breach (regardless of whether Seller’s Notice is delivered), Purchaser can either waive the Deposit plus Breach or, upon notice to Seller and to the interest accrued thereon Escrow Agent, terminate this Agreement and seek any other remedy to which Purchaser is entitled hereunder. In the event Purchaser elects to terminate this Agreement in conjunction with the foregoing sentence it shall notify Seller of the same and the Xxxxxxx Money shall be returned to Purchaser. If the Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims and except as specifically provided for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent neither party shall have any representation further obligation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either (i) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate this Agreement and receive the Deposit plus the interest accrued thereon (said return of the Deposit and interest thereon being Purchaser's sole remedy in such event)liability hereunder.

Seller’s Right to Cure. Within five business days after receipt of Bedford’s notice of Title Objections, Seller shall provide Notice to Bedford and Escrow Holder as to which, if any, of the Title Objections Seller shall cause to be removed of record or otherwise cured to the satisfaction of Bedford in its discretion by the Closing Date (the exceptions which Seller agrees to cause to be removed are the “Approved Title Objections”). Seller must cure all exceptions relating to deeds of trust, mortgages, liens or other encumbrances representing monetary liens (other than non-delinquent real property taxes) which can be removed by the payment of money (“Monetary Liens”). If on Seller elects not to cure all Title Objections, then Bedford shall have the right, upon Notice to Seller, to acquire the Property subject to the Title Objections, except for the Monetary Liens, without any abatement in the Purchase Price. Within five business days of receipt of Seller’s notice of the Approved Title Objections, Bedford shall provide Seller and Escrow Holder notice (the “Title Notice”) of whether Bedford is electing to terminate this Agreement or prior acquire the Property subject to the terms noted above. If Seller does not remove an Approved Title Objection or Monetary Lien by the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is shall be in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by SellerBedford, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement addition to all other rights and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller remedies available under this Agreement, but Purchaser at law or in equity, shall nonetheless have the right right, but not the obligation, upon Notice to either Seller, to (i1) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate cancel this Agreement and receive the Deposit plus the interest accrued thereon (said return a refund of the Deposit or (2) acquire title to the Property subject to such Approved Title Objection or Monetary Lien and interest thereon being Purchaser's sole remedy in reduce the Purchase Price by the amount reasonably estimated by Bedford to remove or cure such event)Approved Title Objection or Monetary Lien. In exercising its rights under the preceding sentence, Bedford shall have the right, but not the obligation, to adjourn the Closing Date for thirty days before making such an election.

Seller’s Right to Cure. Within three (3) business days after receipt of Bedford's notice of Title and Survey Objections if any, Seller shall provide written notice to Bedford and Escrow Holder as to which, if any, of the Title and Survey Objections Seller elects to cause to be removed of record, which election shall be in its sole discretion, ("Title Cure Notice") (the Title Exceptions and Survey Matters which Seller agrees to cause to be removed are the "Approved Objections"). Seller must cure all Title Exceptions and Survey Matters relating to deeds of trust, mortgages, liens or other encumbrances representing monetary liens (other than non-delinquent real property taxes), which can be removed by the payment of money ("Monetary Liens"). If on Seller elects not to cure all Title and Survey Objections, then Bedford shall have the right, upon written notice to Seller, to acquire the Property subject to the Title and Survey Objections, except for the Monetary Liens, without any abatement in the Purchase Price. Within three business days of receipt of Seller's Title Cure Notice, Bedford shall provide Seller and Escrow Holder notice (the "Title Notice") of whether Bedford is electing to terminate this Agreement or prior acquire the Property subject to the terms noted above. If Seller does not remove an Approved Objection or Monetary Lien by the Closing Date, Deborah HartiganBedford shall have the right, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is in default under as its sole remedy, upon written notice to Seller, to either: (1) cancel this Agreement and receive a refund of the Deposit and a reimbursement of all reasonable sums actually paid by Bedford to third parties in connection with its due diligence, inspections and testing of the Property (the "Due Diligence Costs") not to exceed twenty five thousand ($25,000) or that Seller has failed (2) acquire title to perform a required covenant (individually the Property subject to such Approved Title Objection or collectivelyMonetary Lien and reduce the Purchase Price by the amount reasonably estimated by Bedford to remove or cure such Monetary Lien. In exercising its rights under the preceding sentence, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller Bedford shall have the right, but not the obligation, to adjourn the Closing Date for ten (10) days in order to cure before making such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either (i) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate this Agreement and receive the Deposit plus the interest accrued thereon (said return of the Deposit and interest thereon being Purchaser's sole remedy in such event)election.

Seller’s Right to Cure. If on or prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty Within five (5) business days after receipt of Seller is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller Buyer’s notice of such Known Breach. Upon receipt of notice from PurchaserTitle Objections, Seller shall have ten (10) days in order provide written notice to cure such Known Breach andBuyer and Escrow Holder as to which, if necessaryany, of the Title Objections Seller shall cause to be removed of record or otherwise cured by the Closing Date (the exceptions which Seller agrees to cause to be removed are the “Approved Title Objections”). Other than the Loan which Buyer will either assume or pay off, Seller must cure all exceptions relating to deeds of trust, mortgages, or mechanics’ liens which can be removed by the payment of money (“Monetary Liens”) and such matters shall be extended until deemed Approved Title Objections; provided that such Monetary Liens are cured prior to Closing and do not remain as exceptions to title on the second business day after the Known Breach has been curedTitle Policy. If, after making all reasonable efforts, If Seller is unable elects to cure less than all of the Known Breach within such ten (10) day periodother Title Objections, then Purchaser Buyer shall elect by have the right, upon written notice to Seller Seller, to either (i) waive acquire the Known Breach Property subject to the Title Objections except for the Approved Title Objections, without any abatement in the Purchase Price, or (ii) Buyer may elect to terminate this Agreement, Agreement in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the and any interest accrued thereon shall be returned refunded to PurchaserBuyer. If Purchaser fails to give Seller Within three business days of receipt of Seller’s notice of a Known Breachthe Approved Title Objections, then Purchaser Buyer shall have waived its rights provide Seller and Escrow Holder notice (the “Title Notice”) of whether Buyer is electing to assert any claims for such Known Breach. Notwithstanding anything terminate the Agreement or acquire the Property subject to the contrary contained terms noted above. Buyer’s failure to timely deliver the Title Notice shall be deemed its election to terminate the Agreement in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the which event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either (i) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate this Agreement and receive the Deposit plus the interest accrued thereon (said return of the Deposit and any interest thereon being Purchaser's sole remedy in such event)shall be refunded to Buyer.

Seller’s Right to Cure. If (i) any Environmental Phase I Site Assessment or Environmental Phase II Site Assessment obtained by Buyer with respect to the Property reveals a Hazardous Substance (as defined below) on or the Property for which Seller is liable and recommends remediation in connection therewith, and (ii) Buyer delivers a copy of such assessment to Seller prior to the Closing Dateexpiration of the Inspection Period, Deborah Hartiganand (iii) Seller, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty within twenty (20) days after its receipt of Seller is untrue in any material respect or such assessment, delivers notice to Buyer stating that Seller is in default under this Agreement or that Seller has failed refuses to perform a required covenant (individually or collectively, a "Known Breach")remediate such Hazardous Substance as described below, then Purchaser Buyer may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either either: (i) waive such ability matters and proceed to reaffirm and restate said representation and warranty, close the transaction contemplated hereby; or (ii) terminate this Agreement by notice in writing given to Seller within seven (7) days after Buyer receives Seller's notice of its refusal to remediate, and receive the Deposit plus the interest accrued thereon (said return a refund of the Deposit Earnxxx Xxxey. Notwithstanding the foregoing, Seller shall have the right, but not the obligation, to perform such environmental remediation. If Seller elects to perform such remediation, then: (i) Seller shall provide written notice to Buyer, within twenty (20) days after Seller's receipt of such assessment, stating that Seller shall perform such remediation, (ii) on the completion of such remediation, Seller shall obtain and interest thereon being Purchaserdeliver to Buyer a Texas Risk Reduction Standard No. 2 (commercial standard) certificate of completion from the State of Texas under its voluntary cleanup program that includes a release of liability from the State of Texas in favor of Buyer for remediation of areas covered by the certificate, and (iii) prior to commencement of the remediation, Seller shall escrow with the Title Company an amount equal to 125% of the estimated cost of the remediation as determined by Seller's sole remedy engineer who will oversee the remediation. Buyer acknowledges that any remediation by Seller may be performed after Closing, and that the Closing of this transaction shall proceed without any delay in accordance with this Agreement notwithstanding any need for any such event)remediation. Buyer shall permit Seller and its representatives and contractors to enter the Property after Closing, after reasonable prior notice to Buyer, for any such remediation. Except as described in this Section 4.3, and notwithstanding the provisions of Section 4.1, Buyer hereby waives any right to terminate this Agreement and receive a refund of the Earnxxx Xxxey due to the presence or threat of any Hazardous Substances on the Property or the surrounding area. If Buyer does not terminate this Agreement pursuant to this Section 4.3, Buyer shall conclusively be deemed to have accepted the environmental condition of the Property. The provisions of this Section 4.3 shall survive the Closing.

Seller’s Right to Cure. If on or prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure Purchaser shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either exercise its remedies under Section XIII.A(i) or (iii) for a Seller Default or Section IX.B.2 for a failure of a Purchaser Closing Condition (a “Purchaser Closing Condition Failure”), unless Purchaser has provided written notice to Seller specifying in reasonable detail the nature of Seller Default or Purchaser Closing Condition Failure (as the case may be), and Seller has not cured such Seller Default or Purchaser Closing Condition Failure (as the case may be) within thirty (30) days after Seller’s receipt of such notice (the “Seller Cure Period”), in which case the Closing shall be postponed until the date which is five (5) Business Days after the expiration of the Seller Cure Period. Seller shall have the right (but not the obligation) to cure any Seller Default or Purchaser Closing Condition Failure by providing an indemnification to the Purchaser Indemnitees in accordance with XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees as a result of the events or circumstances on which such Seller Default or Purchaser Closing Condition Failure is based, in which case Section XV.B shall be amended at Closing to provide for such indemnification by Seller, and Purchaser shall proceed to Closing without any reduction in or setoff against the Purchase Price; provided, however, that Seller shall not have the right to cure any Seller Default or Purchaser Closing Condition Failure by providing an indemnification if (i) waive the amount of the Indemnification Loss to which such ability indemnification would apply is not a liquidated amount or otherwise is not readily ascertainable, (ii) the aggregate amount of Indemnification Loss to reaffirm which all such indemnifications provided pursuant to this Section B would apply could exceed Two Million Five Hundred Thousand and restate said representation and warrantyno/100 Dollars ($2,500,000.00), or (iiiii) terminate in spite of such indemnification, Purchaser’s lender refuses to provide financing for the transaction described in this Agreement solely as a result of such Seller Default or Purchaser Closing Condition Failure. If Seller exercises its right pursuant to this Section XIII.B to cure a Seller Default or Purchaser Closing Condition Failure by providing an indemnification to the Purchaser Indemnitees, then Seller shall maintain an aggregate net worth equal to or greater than Five Million and receive no/100 Dollars ($5,000,000.00) until the Deposit plus expiration of such indemnification (with the interest accrued thereon (said return expiration of such indemnification to be reasonably agreed to by the Deposit and interest thereon being Purchaser's sole remedy in such eventParties). The immediately preceding sentence of this Section XIII.B shall survive the Closing.

Seller’s Right to Cure. If (a) Seller shall have the right, but not the obligation, to attempt, at Seller’s sole cost, risk, and expense, to cure or remove, on or before the date that is 120 days after the Closing Date (the “Cure Deadline”), any alleged Title Defects of which Seller has been advised by Buyer pursuant to a Title Defect Notice. Unless Seller provides written notice to Buyer that it does not intend to attempt to cure such alleged Title Defects on or before 5:00 p.m. local time where the Assets are located on the date that is at least three Business Days prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall be deemed to have ten (10) days in order elected to cure such Known Breach and, if necessary, Cure the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreementalleged Title Defect. In the event of terminationthat Seller does not elect to provide written notice to Buyer that it does not intend to attempt to cure such alleged Title Defect, (i) the Deposit plus the interest accrued thereon Closing Payment shall be returned reduced by the Title Defect Value attributable to Purchasersuch Title Defect, as asserted by Buyer in the applicable Title Defect Notice, (ii) such amount will be paid by Buyer at the Closing into a separate escrow account with the Escrow Agent, to be governed by the Escrow Agreement (the “Defect Escrow Account”) and (iii) the affected Asset will be conveyed to Buyer at the Closing. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made The election by Seller in this Agreement is made to the knowledge of Seller attempt to cure one or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy more of such representation alleged Title Defects shall not affect the rights and warranty, such failure obligations of the Parties under Section 8 with respect to dispute resolution. Seller’s election to attempt to cure an alleged Title Defect shall not constitute a default by waiver of any of the rights of Seller under pursuant to this AgreementSection 6, but Purchaser shall nonetheless have the including Seller’s right to either (i) waive such ability to reaffirm and restate said representation and warrantydispute the existence, nature, or (ii) terminate value of such Title Defect. Buyer shall use commercially reasonable efforts to cooperate with Seller in connection with Seller’s cure efforts pursuant to this Agreement and receive Section 6.5(a); provided, however, that, for the Deposit plus the interest accrued thereon (said return avoidance of the Deposit and interest thereon being Purchaser's sole remedy doubt, Buyer will have no obligation to incur any costs or expenses or to institute any proceedings in such event).connection therewith. 37

Seller’s Right to Cure. If on or prior to the Closing DateClosing, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn Purchaser discovers that any representation or warranty of Seller is untrue or misleading in any material respect that would have a Material Adverse Effect on the Property, or that Seller is in default under this Agreement Agreement, or that Seller has failed to perform a required covenant in any material respect (individually or collectively, a "Known “Breach"”), then Purchaser may waive such Known Breach or shall give Seller notice of such Known BreachBreach (“Purchaser’s Breach Notice”). Upon receipt of notice from Purchaser’s Breach Notice, Seller shall have ten (10) days in order the right to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within ten days after receipt of such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchasernotice. If Purchaser fails to give deliver Purchaser’s Breach Notice to Seller notice within two (2) business days after learning of a Known such Breach, then Purchaser shall have waived its rights to assert any claims for such Known a Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, If Seller is unable to reaffirm cure the Breach, then Seller shall so notify Purchaser (“Seller’s Breach Notice”). In such event, Purchaser can either waive the Breach or, upon notice to Seller within five (5) days after receipt of Seller’s Breach Notice, terminate this Agreement. In such event, the Exxxxxx Money plus all interest accrued thereon shall be returned to the Purchaser, and restate except for those provisions that expressly survive the accuracy termination of such representation and warranty, such failure shall not constitute a default by Seller under this Agreement, but Purchaser neither party shall nonetheless have the right to either (i) waive such ability to reaffirm and restate said representation and warranty, any further obligation or (ii) terminate this Agreement and receive the Deposit plus the interest accrued thereon (said return of the Deposit and interest thereon being Purchaser's sole remedy in such event)liability hereunder.

Seller’s Right to Cure. If on or prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit Earnest Money plus the interest accrued xxxxxxx thereon shall be returned to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either (i) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate this Agreement and receive the Deposit Earnest Money plus the interest accrued xxxxxxx thereon (said return of the Deposit Earnest Money and interest thereon being therexx xxxxg Purchaser's sole remedy in such event).

Seller’s Right to Cure. Within five business days after receipt of Bedford’s notice of Title Objections, Seller shall provide written notice to Bedford and Escrow Holder as to which, if any, of the Title Objections Seller shall cause to be removed of record or otherwise cured to the satisfaction of Bedford in its discretion by the Closing Date (the exceptions which Seller agrees to cause to be removed are the “Approved Title Objections”). Seller must cure all exceptions relating to deeds of trust, mortgages, liens or other encumbrances representing monetary liens except for liens related to the Assumed Debt (and also excluding non-delinquent real property taxes) which can be removed by the payment of money (such liens to be removed collectively being the “Monetary Liens”). Seller has no obligation to cure any other exceptions. If on Seller elects not to cure all Title Objections, then Bedford shall have the right, upon written notice to Seller, to acquire the Property subject to the Title Objections, except for the Monetary Liens, without any abatement in the Purchase Price. Within three business days of receipt of Seller’s notice of the Approved Title Objections, Bedford shall provide Seller and Escrow Holder notice (the “Title Notice”) of whether Bedford is electing to terminate this Agreement or prior acquire the Property subject to the terms noted above. If Seller does not remove an Approved Title Objection or Monetary Lien by the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is shall not be deemed in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller under this Agreement, but Purchaser Bedford shall nonetheless thereupon have the right right, but not the obligation, upon written notice to either Seller, to (i1) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate cancel this Agreement and receive the Deposit plus the interest accrued thereon (said return a refund of the Deposit and interest thereon being Purchaser's sole remedy all of its Due Diligence Costs not to exceed the Due Diligence Expense Cap (each defined in Section 14.2) or (2) acquire title to the Property subject to such event)Approved Title Objection or Monetary Lien and reduce the Purchase Price by the amount reasonably estimated by Bedford to remove or cure such Approved Title Objection or Monetary Lien. In exercising its rights under the preceding sentence, Bedford shall have the right, but not the obligation, to adjourn the Closing Date for thirty days before making any such election as to its remedy.

Seller’s Right to Cure. If Buyer gives written notice of disapproval to Seller pursuant to Paragraph 6.3, Seller shall have the right, but not the obligation, to remedy any Title Defects, by causing them to be removed or corrected, or by committing to have them removed or corrected before the Closing Date, on or before three (3) business days after Seller’s receipt of Buyer’s notice. If Seller shall so remedy such Title Defects, this Agreement shall remain in full force and effect. If (i) Seller notifies Buyer in writing at any time prior to three (3) business days after Seller’s receipt of Buyer’s notice that Seller is electing not to remedy such Title Defects or (ii) Seller fails to remedy such Title Defects on or before five (5) days prior to the Closing Date, Deborah HartiganBuyer shall, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant no later than three (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten (103) days in order to cure such Known Breach and, if necessary, before the Closing Date shall be extended until the second business day after the Known Breach has been cured. IfDate, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (iix) terminate this Agreement, in which case, Purchaser event the following shall apply: (i) Seller shall have a right no obligation to recover actual third sell Buyer the Property; (ii) Buyer shall deliver to Seller all of the due diligence materials received from Seller, including, without limitation, the Due Diligence Items, and, if requested by Seller, any and all due diligence materials otherwise obtained by Buyer with respect to the Property (excluding Buyer’s Proprietary Materials), without representation or warranty as to their accuracy or completeness; (iii) the Escrow Holder shall return the Initial Deposit and Subsequent Deposit (if previously delivered) to Buyer; and (iv) this Agreement shall terminate and neither party expenses in an amount not to exceed $100,000.00 shall have any further rights or obligations under this Agreement except as provided in Paragraph 11 Paragraphs 5.3.4 and 11.2; or (y) waive such Title Defects and proceed to Closing without any abatement or reduction in the Purchase Price on account of this Agreementsuch Title Defects. In If Buyer does not give such notice by the event of terminationdate three (3) days before the Closing Date, the Deposit plus the interest accrued thereon Buyer shall be returned deemed to Purchaserhave elected (y). If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary Nothing contained in this Section 17 Agreement or elsewhere otherwise shall require Seller to render its title marketable or to remove or correct any exception or matter disapproved by Buyer or to spend any money or incur any expense in this Agreement, it is understood and agreed that order to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either (i) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate this Agreement and receive the Deposit plus the interest accrued thereon (said return of the Deposit and interest thereon being Purchaser's sole remedy in such event)do so.

Seller’s Right to Cure. If on or prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by Seller, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure Purchaser shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either exercise its remedies under clauses (ia) waive such ability to reaffirm and restate said representation and warranty, or (iic) terminate this Agreement and receive of Section 13.1 for a Seller Default or Section 9.2.2 for a failure of a Purchaser Closing Condition (a “Purchaser Closing Condition Failure”), unless Purchaser has provided written notice to Seller specifying in reasonable detail the Deposit plus the interest accrued thereon (said return nature of the Deposit Seller Default or Purchaser Closing Condition Failure (as the case may be), and interest thereon being Purchaser's sole remedy Seller has not cured such Seller Default or Purchaser Closing Condition Failure (as the case may be) within thirty (30) days after Seller’s receipt of such notice (the “Seller Cure Period”), in which case the Closing shall be postponed until the date which is five (5) Business Days after the expiration of the Seller Cure Period. Seller shall have the right (but not the obligation) to cure any Seller Default or Purchaser Closing Condition Failure by providing an indemnification to the Purchaser Indemnitees in accordance with ARTICLE XV 55 from and against any Indemnification Loss incurred by any Purchaser Indemnitees as a result of the events or circumstances on which such event)Seller Default or Purchaser Closing Condition Failure is based, in which case Section 15.2 shall be amended at Closing to provide for such indemnification by Seller, and Purchaser shall proceed to Closing without any reduction in or setoff against the Purchase Price.

Seller’s Right to Cure. Within five (5) business days after receipt of Bedford’s notice of Title Objections, Seller shall provide written notice to Bedford and Escrow Holder as to which, if any, of the Title Objections Seller shall cause to be removed of record or otherwise cured to the satisfaction of Bedford in its discretion by the Closing Date (the exceptions which Seller agrees to cause to be removed are the “Approved Title Objections”). Subject to the immediately succeeding sentence, failure of Seller to timely give written notice of its election to remove or cure any of the Title Objections shall be deemed an election not to remove or cure any such Title Objections. Seller must cure all exceptions relating to deeds of trust, mortgages or liens representing private party monetary liens (other than non-delinquent real property taxes and assessments) that can be removed by the payment of money (“Monetary Liens”), except that Seller shall have no obligation to cure any exception relating to the loan from X.X. Xxxxxx. If Seller elects not to cure all Title Objections, then Bedford shall have the right, upon written notice to Seller, to acquire the Property subject to the Title Objections, except for the Monetary Liens, without any abatement in the Purchase Price. Within three business days of receipt of Seller’s notice of the Approved Title Objections (or within three (3) business days after the period for Seller to give Seller’s notice if Seller fails to timely give such notice), Bedford shall provide Seller and Escrow Holder notice (the “Title Notice”) of whether Bedford is electing to terminate this Agreement or acquire the Property subject to the terms noted above, including, without limitation, subject to those Title Objections which Seller has not agreed to remove or cure. Failure of Bedford to timely provide the Title Notice shall be deemed an election to terminate this Agreement, in which case the Deposit shall be returned to Bedford. If Seller does not remove an Approved Title Objection or Monetary Lien on or prior to before the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is shall be in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice by SellerBedford, in the event that Seller first acquires such knowledge or first receives such notice after the date of this Agreement addition to all other rights and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller remedies available under this Agreement, but Purchaser at law or in equity, shall nonetheless have the right right, but not the obligation, upon written notice to either Seller, to (i1) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate cancel this Agreement and receive the Deposit plus the interest accrued thereon (said return a refund of the Deposit or (2) acquire title to the Property subject to such Approved Title Objection or Monetary Lien and interest thereon being Purchaser's sole remedy in reduce the Purchase Price by the amount necessary to remove or cure such event)Monetary Lien.

Seller’s Right to Cure. If on or prior to the Closing DateClosing, Deborah HartiganPurchaser discovers, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn believes or obtains actual or constructive knowledge that any representation or warranty of Seller is untrue or misleading in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known “Breach"”), then Purchaser may waive such Known Breach or shall give Seller notice of such Known BreachBreach (“Purchaser’s Breach Notice”). Upon receipt of notice from Purchaser’s Breach Notice, Seller shall have the right to cure such Breach within ten (10) days in order to cure after receipt of such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon shall be returned to Purchasernotice. If Purchaser fails to give deliver Purchaser’s Breach Notice to Seller notice within five (5) business days after learning of a Known such Breach, then Purchaser shall have waived its rights to assert any claims for a Breach, and Seller’s representations and warranties shall be deemed to be modified to include any such Known discovery, belief or knowledge by Purchaser. If Seller is unable to cure the Breach, then Seller shall so notify Purchaser (“Seller’s Breach Notice”). Notwithstanding anything In such event, Purchaser can either waive the Breach or, upon notice to Seller within five (5) days after receipt of Seller’s Breach Notice, terminate this Agreement. In such event, the contrary contained in this Section 17 or elsewhere in Exxxxxx Money (less the Independent Consideration) plus all interest accrued thereon shall be returned to Purchaser, and except for those provisions that expressly survive the termination of this Agreement, it is understood and agreed that neither party shall have any further obligation or liability hereunder. Purchaser hereby waives any right Purchaser may have to the extent commence any representation or warranty made by action(s) to enforce any alleged breach and/or violation of any representations of Seller as set forth in this Agreement is made or to the knowledge of Seller or is based on the receipt of notice by Seller, seek damages in connection therewith in the event that Seller first acquires Purchaser obtains actual knowledge of any such knowledge or first receives such notice after alleged breach and/or violation prior to Closing and consummates the date of this Agreement and as a result thereof, Seller is unable to reaffirm and restate the accuracy of such representation and warranty, such failure shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have the right to either (i) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate this Agreement and receive the Deposit plus the interest accrued thereon (said return of the Deposit and interest thereon being Purchaser's sole remedy in such event)Closing.

Seller’s Right to Cure. If Notwithstanding anything to the contrary in this Agreement, Purchaser shall not have the right to exercise its remedies under clauses (a) or (c) of Section 13.1 for a Seller Default or failure of a Purchaser Closing Condition under Section 9.2.1(a) or 9.2.1(b) (a “Purchaser Closing Condition Failure”), unless Purchaser has provided written notice to Seller 2230752.03F-NYCSR03A - MSW specifying in reasonable detail the nature of the Seller Default or Purchaser Closing Condition Failure (as the case may be), and Seller has not cured such Seller Default or Purchaser Closing Condition Failure (as the case may be) on or prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Date (the “Seller is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"Cure Period”), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach. Upon receipt of notice from Purchaser, Seller shall further have ten the right (10but not the obligation) days in order to cure any Seller Default or Purchaser Closing Condition Failure by providing an indemnification to the Purchaser Indemnitees in accordance with Article XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees as a result of the events or circumstances on which such Known Breach and, if necessary, Seller Default or Purchaser Closing Condition Failure is based (the Closing Date shall be extended until the second business day after the Known Breach has been cured. If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement“Indemnification Cure Right”), in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement. In the event of termination, the Deposit plus the interest accrued thereon case Section 15.2 shall be returned deemed amended at Closing to Purchaser. If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims provide for such Known Breach. Notwithstanding anything to the contrary contained in this Section 17 or elsewhere in this Agreement, it is understood and agreed that to the extent any representation or warranty made by Seller in this Agreement is made to the knowledge of Seller or is based on the receipt of notice indemnification by Seller, and Purchaser shall proceed to Closing without any reduction in or setoff against the event Purchase Price; provided, however, that the Indemnification Cure Right shall be limited to Indemnification Losses that are liquidated amounts or otherwise readily ascertainable. For the avoidance of doubt, the Indemnification Cure Right shall (x) not be available to cure any Purchaser Closing Conditions under Section 9.2.1(c) through (f), (y) not be subject to the Threshold or the Cap, and (z) if Seller first acquires such knowledge or first receives such notice after elects to indemnify the date of this Agreement and as a result thereof, Seller is unable Purchaser Indemnitees pursuant to reaffirm and restate the accuracy of such representation and warrantyIndemnification Cure Right, such failure obligation shall not constitute a default by Seller under this Agreement, but Purchaser shall nonetheless have survive Closing until the right to either (i) waive such ability to reaffirm and restate said representation and warranty, or (ii) terminate this Agreement and receive the Deposit plus the interest accrued thereon (said return expiration of the Deposit applicable statute of limitations period (the Parties agreeing that any such statute of limitations with respect to such indemnification obligation shall be tolled pending any claim period and interest thereon being Purchaser's sole remedy in such eventduring the pendency of any claims related to the underlying matter).