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

Seller’s Right to Cure. If Seller elects to cure a Title Defect, then Seller shall so notify Buyer in writing within four (4) Business Days after receipt of the particular Title Defect Notice (“Cure Notice”). Seller shall either cure the Title Defect to the reasonable satisfaction of Buyer (“Cure”), or if Seller is unable to Cure such Title Defect within sixty (60) days after receipt of the Title Defect Notice, adjust the Purchase Price downward by Buyer’s good faith estimate of the Defect Value set forth in the Title Defect Notice, subject to the limitations set forth below. If Seller elects to cure a Title Defect but is unable to do so prior to Closing, Seller shall convey the affected Asset to Buyer and Buyer shall pay for the affected Asset at Closing in accordance with this Agreement as though the Title Defect had been Cured; however, if Seller is unable to Cure the Title Defect within sixty (60) days after receipt of the Title Defect Notice, then Seller, at its sole option, shall either (a) adjust the Purchase Price downward by the Defect Value of that particular Title Defect, or (b) elect to have Buyer reconvey the affected Asset to Seller, whereupon the Purchase Price shall be adjusted downward by the Allocated Value of the affected Asset, less any net revenues (revenues net of Property Costs) received by Buyer in connection with the affected Asset.

Seller’s Right to Cure. If Seller elects to cure a Title Defect, then Seller shall so notify Buyer in writing within four five (45) Business Days after receipt of the particular Title Defect Notice (“Cure Notice”). Seller shall either cure the Title Defect to the reasonable satisfaction of Buyer (“Cure”), or if Seller is unable to Cure such Title Defect within sixty (60) days after receipt of the Title Defect Notice, adjust the Purchase Price downward by Buyer’s good faith estimate of the Defect Value set forth in the Title Defect Notice, subject to the limitations set forth below. If Seller elects to cure a Title Defect but is unable to do so prior to Closing, Seller shall convey the affected Asset to Buyer and Buyer shall pay for the affected Asset at Closing in accordance with this Agreement as though the Title Defect had been Cured; however, if Seller is unable to Cure the Title Defect within sixty (60) days after receipt of the Title Defect Notice, then Seller, at its sole option, shall either (a) adjust the Purchase Price downward by the Defect Value of that particular Title DefectDefect and shall promptly pay to Buyer an amount equal to such Defect Value plus interest thereon at the Agreed Interest Rate from the Closing Date until paid, or (b) elect to have Buyer reconvey the affected Asset to Seller, whereupon the Purchase Price shall be adjusted downward by the Allocated Value of the affected Asset, less any net revenues (revenues net of Property Costs) received by Buyer in connection with the affected Asset, and Seller shall promptly pay to Buyer an amount equal to such downward adjustment plus interest thereon at the Agreed Interest Rate from the Closing Date until paid.

Seller’s Right to Cure. If Seller elects Subject to the terms of Section 13.2(d), the Sellers shall have the right, but not the obligation, to attempt, at the sole cost of such Sellers, to cure a Title Defect, then Seller shall so notify Buyer in writing within four (4) Business Days after receipt at any time prior to the end of the particular Title Defect Notice 75 days following Closing (the “Cure NoticePeriod”)) any Title Defects of which the Sellers have been advised by Buyer or Seller’s Representative. Should any such Seller shall either wish to attempt to cure the Title Defect to the reasonable satisfaction of Buyer (“Cure”), or if Seller is unable to Cure any such Title Defect within sixty (60) days after receipt following Closing during the Cure Period, Seller’s Representative must deliver written notice to Buyer of such election on or before the Title Defect Noticedate that is five Business Days prior to Closing. At Closing, adjust the Purchase Price downward by Buyer’s good faith estimate of the Defect Value set forth in the Title Defect Notice, subject to the limitations set forth below. If Seller elects to cure a Title Defect but is unable to do so prior to Closing, Seller shall convey the affected Asset to Buyer and Buyer shall pay for the affected Asset at Closing in accordance with this Agreement as though the Title Defect had been Cured; however, if Seller is unable to Cure the Title Defect within sixty (60) days after receipt of the Title Defect Notice, then Seller, at its sole option, shall either (a) adjust the Purchase Price downward by the Defect Value of that particular Title Defect, or (b) elect to have Buyer reconvey the affected Asset to Seller, whereupon the Purchase Price shall will be adjusted downward reduced by the Allocated Value of each Title Defect Property for which Seller’s Representative has provided such notice to Buyer. Such Title Defect Properties will not be conveyed by any such Seller to Buyer on the affected AssetClosing Date. Should such Sellers cure the applicable Title Defects to Buyer’s reasonable satisfaction during the Cure Period, less any net revenues (revenues net of Property Costs) received then, within 10 Business Days after such Title Defects are cured to Buyer’s reasonable satisfaction, such Title Defect Properties will be purchased by Buyer and sold by such Seller(s) for a price equal to the Allocated Value of such Title Defect Properties that was removed from the Purchase Price at Closing (as such Allocated Value may be adjusted as provided in connection this Agreement), with the affected Assetconveyance of the applicable Title Defect Properties being made pursuant to an Assignment. Should the Parties dispute whether such Title Defect was, in fact, cured during the Cure Period, the provisions of Section 13.2(k) shall govern and control such dispute.

Seller’s Right to Cure. If Seller elects Subject to the terms of Section 13.2(d), the Sellers shall have the right, but not the obligation, to attempt, at the sole cost of such Sellers, to cure a Title Defect, then Seller shall so notify Buyer in writing within four (4) Business Days after receipt at any time prior to the end of the particular Title Defect Notice 60 days following Closing (the “Cure NoticePeriod”)) any Title Defects of which the Sellers have been advised by Buyer or a Seller’s Representative. Should any such Seller shall either wish to attempt to cure the Title Defect to the reasonable satisfaction of Buyer (“Cure”), or if Seller is unable to Cure any such Title Defect within sixty (60) days after receipt following Closing during the Cure Period, Seller’s Representatives must deliver written notice to Buyer of such election on or before the Title Defect Notice, adjust the Purchase Price downward by Buyer’s good faith estimate of the Defect Value set forth in the Title Defect Notice, subject to the limitations set forth below. If Seller elects to cure a Title Defect but date that is unable to do so five Business Days prior to Closing. At Closing, Seller shall convey the affected Asset to Buyer and Buyer shall pay for the affected Asset at Closing in accordance with this Agreement as though the Title Defect had been Cured; however, if Seller is unable to Cure the Title Defect within sixty (60) days after receipt of the Title Defect Notice, then Seller, at its sole option, shall either (a) adjust the Participating Purchase Price downward by the Defect Value of that particular Title Defect, or (b) elect to have Buyer reconvey the affected Asset to Seller, whereupon the Purchase Price shall will be adjusted downward reduced by the Allocated Value of each Title Defect Property for which Seller’s Representative has provided such notice to Buyer. Such Title Defect Properties will not be conveyed by any such Seller to Buyer on the affected AssetClosing Date. Should such Sellers cure the applicable Title Defects to Buyer’s reasonable satisfaction during the Cure Period, less any net revenues (revenues net of Property Costs) received then, within 10 Business Days after such Title Defects are cured to Buyer’s reasonable satisfaction, such Title Defect Properties will be purchased by Buyer and sold by such Seller(s) for a price equal to the Allocated Value of such Title Defect Properties that was removed from the Participating Purchase Price at Closing (as such Allocated Value may be adjusted as provided in connection this Agreement), with the affected Assetconveyance of the applicable Title Defect Properties being made pursuant to an Assignment. Should the Parties dispute whether such Title Defect was, in fact, cured during the Cure Period, the provisions of Section 13.2(k) shall govern and control such dispute.

Seller’s Right to Cure. If Seller elects to cure a Title Defect, then Seller shall so notify Buyer in writing within four (4) Business Days after have the right, but not the obligation, to attempt, at its sole cost, to cure, if curable, at any time prior to 60 days following the receipt of the particular Title Environmental Defect Notice (“Environmental Cure NoticePeriod”), any curable Environmental Defects of which it has timely received an Environmental Defect Notice from Buyer so long as Seller, (i) prior to the Closing, notifies Buyer that it intends to cure an Environmental Defect, and (ii) at its sole cost and expense, diligently pursues such proceeding and actively progresses the same. If, Seller so notifies Buyer that it intends to cure an Environmental Defect then Buyer, at its sole option, will decide whether (i) the relevant Environmental Defect Property will be transferred with the other RTP Assets or (ii) the Environmental Defect Property will be retained by Seller. If (i), the Cash Amount shall either be reduced by the Remediation Amount for the Environmental Defect Property. If Seller thereafter fails to cure the Title Environmental Defect during the Environmental Cure Period, then no additional transfers related to the Environmental Defect Property will occur. If during the Environmental Cure Period Seller does cure the Environmental Defect to the reasonable satisfaction of Buyer, Buyer shall transfer the Remediation Amount to Seller within 10 Business Days. If (“Cure”ii), or if Seller is unable to Cure such Title Defect within sixty (60) days after receipt of the Title Defect Notice, adjust the Purchase Price downward by Buyer’s good faith estimate of the Defect Value set forth in the Title Defect Notice, subject to the limitations set forth below. If Seller elects to cure a Title Defect but is unable to do so prior to Closing, Seller shall convey the affected Asset to Buyer and Buyer shall pay for the affected Asset at Closing in accordance with this Agreement as though the Title Defect had been Cured; however, if Seller is unable to Cure the Title Defect within sixty (60) days after receipt of the Title Defect Notice, then Seller, at its sole option, shall either (a) adjust the Purchase Price downward by the Defect Value of that particular Title Defect, or (b) elect to have Buyer reconvey the affected Asset to Seller, whereupon the Purchase Price Cash Amount shall be adjusted downward reduced by the Allocated Value for the Environmental Defect Property. If Seller thereafter fails to cure the Environmental Defect during the Environmental Cure Period, then no additional transfers related to the Environmental Defect Property will occur. If during the Environmental Cure Period Seller does cure the Environmental Defect to the reasonable satisfaction of Buyer, Buyer shall transfer the affected AssetRemediation Amount to Seller within 10 Business Days and Seller shall prepare, less any net revenues (revenues net execute and deliver an Assignment and Xxxx of Property Costs) received by Buyer Sale, substantially in connection with the affected form of Exhibit C, for such RTP Asset.

Seller’s Right to Cure. If Seller elects to cure a Title Defect, then Seller shall so notify Buyer in writing within four (4) Business Days after receipt of the particular Title Defect Notice (“Cure Notice”). Seller shall either cure the Title Defect to the reasonable satisfaction of Buyer (“Cure”), or if Seller is unable to Cure such Title Defect within sixty (60) days after receipt of the Title Defect Notice, adjust the Purchase Price downward by Buyer’s good faith estimate of the Defect Value set forth in the Title Defect Notice, subject to the limitations set forth below. If Seller elects to cure a Title Defect but is unable to do so prior to Closing, Seller shall convey the affected Asset to Buyer and Buyer shall pay for the affected Asset at Closing in accordance with this Agreement as though the Title Defect had been Cured; however, if Seller is unable to Cure the Title Defect within sixty (60) days after receipt of the Title Defect Notice, then Seller, at its sole option, Seller shall either (a) adjust the Purchase Price downward by the Defect Value of that particular Title Defect, or (b) elect and shall promptly pay to have Buyer reconvey an amount equal to such Defect Value plus interest thereon at the affected Asset to Seller, whereupon Agreed Interest Rate from the Purchase Price shall be adjusted downward by the Allocated Value of the affected Asset, less any net revenues (revenues net of Property Costs) received by Buyer in connection with the affected AssetClosing Date until paid.

Seller’s Right to Cure. If Seller elects shall have the right, but not the obligation, to attempt to cure at any time prior to 60 days following the receipt of the Title Defect Notice (“Title Cure Period”), any curable Title Defects of which it has timely received a Title Defect Notice from Buyer so long as Seller, (i) prior to the Closing, notifies Buyer that it intends to cure a Title Defect, then and (ii) at its sole cost and expense, diligently pursues such proceeding and actively progresses the same. If Seller shall so notify Buyer in writing within four (4) Business Days after receipt of the particular does not cure such Title Defect Notice (“before Closing to Buyer’s reasonable satisfaction, then the relevant Title Defect Property will be transferred with the other RTP Assets at Closing but the Cash Amount will be reduced by the Title Defect Amount associated therewith in Buyer’s Title Defect Notice. If Seller thereafter fails to cure the Title Defect to Buyer’s reasonable satisfaction within the Title Cure Notice”)Period, no additional transfers related to the Title Defect Property will occur. If during the Title Cure Period Seller shall either does cure the Title Defect to the reasonable satisfaction of Buyer, Buyer (“Cure”), or if Seller is unable to Cure such Title Defect within sixty (60) days after receipt of will pay the Title Defect Notice, adjust the Purchase Price downward Amount associated therewith to Seller within 10 Business Days by Buyer’s good faith estimate wire transfer to a bank account of the Defect Value set forth in the Title Defect Notice, subject to the limitations set forth below. If Seller elects to cure a Title Defect but is unable to do so prior to Closing, Seller shall convey the affected Asset to Buyer and Buyer shall pay for the affected Asset at Closing in accordance with this Agreement as though the Title Defect had been Cured; however, if Seller is unable to Cure the Title Defect within sixty (60) days after receipt of the Title Defect Notice, then Seller, at its sole option, shall either (a) adjust the Purchase Price downward by the Defect Value of that particular Title Defect, or (b) elect to have Buyer reconvey the affected Asset to Seller, whereupon the Purchase Price shall be adjusted downward by the Allocated Value of the affected Asset, less any net revenues (revenues net of Property Costs) received by Buyer in connection with the affected Asset.

Seller’s Right to Cure. If Seller elects Subject to the terms of Section 14.1(c), the Sellers shall have the right, but not the obligation, to attempt, at the sole cost of such Sellers, to cure a Title Defect, then Seller shall so notify at any time prior to the end of the Cure Period any Environmental Defects of which the Sellers or Seller’s Representative have been advised by Buyer in writing within four (4) a timely Environmental Defect Notice. Should any such Seller wish to attempt to cure any such Environmental Defect following Closing during the Cure Period, Seller’s Representative must deliver written notice to Buyer of such election on or before the date that is five Business Days after receipt of the particular Title Defect Notice (“Cure Notice”)prior to Closing. Seller shall either cure the Title Defect to the reasonable satisfaction of Buyer (“Cure”)At Closing, or if Seller is unable to Cure such Title Defect within sixty (60) days after receipt of the Title Defect Notice, adjust the Purchase Price downward by Buyer’s good faith estimate of the Defect Value set forth in the Title Defect Notice, subject to the limitations set forth below. If Seller elects to cure a Title Defect but is unable to do so prior to Closing, Seller shall convey the affected Asset to Buyer and Buyer shall pay for the affected Asset at Closing in accordance with this Agreement as though the Title Defect had been Cured; however, if Seller is unable to Cure the Title Defect within sixty (60) days after receipt of the Title Defect Notice, then Seller, at its sole option, shall either (a) adjust the Purchase Price downward by the Defect Value of that particular Title Defect, or (b) elect to have Buyer reconvey the affected Asset to Seller, whereupon the Purchase Price shall will be adjusted downward reduced by the Allocated Value of each Environmental Defect Property for which Seller’s Representative has provided such notice to Buyer. Such Environmental Defect Properties will not be conveyed by any such Seller to Buyer on the affected AssetClosing Date. Should such Sellers cure the applicable Environmental Defects to Buyer’s reasonable satisfaction during the Cure Period, less any net revenues (revenues net of Property Costs) received then, within 10 Business Days after such Environmental Defects are cured to Buyer’s reasonable satisfaction, such Environmental Defect Properties will be purchased by Buyer and sold by such Seller(s) for a price equal to the Allocated Value of such Environmental Defect Properties that were removed from the Purchase Price at Closing (as such Allocated Value may be adjusted as provided in connection this Agreement), with the affected Assetconveyance of the applicable Environmental Defect Properties being made pursuant to an Assignment. Should the Parties dispute whether such Environmental Defect was, in fact, cured during the Cure Period, the provisions of Section 14.1(f) shall govern and control such dispute.