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

Seller’s Right to Cure. 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 Section 9.2.2 for a failure of a Purchaser Closing Condition (a “Purchaser 47 AUS-6206654-10 6055890/60 Closing Condition Failure”), unless Purchaser has provided written notice to Seller 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) within ten (10) 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. However, if Seller fails to cure the applicable Seller Default or Purchaser Closing Condition Failure by the last day of the Seller Cure Period, Purchaser may exercise its remedies under clauses (a) or (c) of Section 13.1 on the next Business Day following the last day of the Seller Cure Period. 13.3

Seller’s Right to Cure. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not have the right to exercise its remedies terminate this Agreement under clauses (a) or (c) of Section 13.1 13.2 for either a Seller Default or Section 9.2.2 for a failure of a Purchaser Closing Condition (a “Purchaser 47 AUS-6206654-10 6055890/60 Closing Condition Seller Default or Failure”), unless Purchaser has provided written notice to Seller 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) within ten five (105) days after Seller’s receipt of such notice (the “Seller Cure Period”); provided, that if Purchaser has already delivered the five (5) Business Day notice of a Seller Default required by the definition of “Seller Default” set forth in which casethis Agreement and such five (5) Business Day cure period has expired, Seller shall not be entitled to any further cure period. If the Closing is scheduled to occur within the Seller Cure Period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of the Seller Cure Period. HoweverNotwithstanding the foregoing, if Seller fails to cure the applicable terms of this Section 13.8 shall not apply in the event that the Seller Default or Purchaser Failure applies to any failure by Seller to satisfy Seller’s obligation to make the material deliveries required to be made by it on the Closing Condition Failure by the last day of Date pursuant to Section 10.3.1 hereof, in which case the Seller Cure Period, Purchaser may exercise its remedies under clauses Period shall be two (a2) or (c) of Section 13.1 on the next Business Day following the last day of the Seller Cure Period. 13.3Days.

Seller’s Right to Cure. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not have the right to exercise its remedies terminate this Agreement under clauses (aSection 13.2(iv) or (c) of Section 13.1 for a Seller Default or Section 9.2.2 13.2(iii) for a failure of a Purchaser Closing Condition (a “Purchaser 47 AUS-6206654-10 6055890/60 Closing Condition Failure”), unless Purchaser has provided written notice to Seller 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) within ten (10) days after Seller’s receipt of such notice (the “Seller Cure Period”), in which case. If the Closing is scheduled to occur within the Seller Cure Period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of the Seller Cure Period. HoweverNotwithstanding the foregoing, if Seller fails acknowledges and agrees that the terms of this Section 13.4 shall not apply to cure any failure by Seller to satisfy Seller’s obligation to make the applicable Seller Default or Purchaser Closing Condition Failure material deliveries required to be made by the last day of the Seller Cure Period, Purchaser may exercise its remedies under clauses (a) or (c) of Section 13.1 it on the next Business Day following the last day of the Seller Cure Period. 13.3Closing Date pursuant to Section 10.3(a) hereof.

Seller’s Right to Cure. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not have the right to exercise its remedies terminate this Agreement under clauses (a) or (c) of Section 13.1 13.2 for either a Seller Default or Section 9.2.2 for a failure of a Purchaser Closing Condition (a “Purchaser 47 AUS-6206654-10 6055890/60 Closing Condition Seller Default or Failure”), unless Purchaser has provided written notice to Seller 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) within ten (10) days after Seller’s receipt of such notice; provided, that if Purchaser has already delivered the ten (10) Business Day notice of a Seller Default required by the definition of “Seller Default” set forth in this Agreement and such ten (10) Business Day cure period has expired, Purchaser shall not be required to give Seller any further cure period (the “Seller Cure Period”), in which case. If the Closing is scheduled to occur within the Seller Cure Period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of the Seller Cure Period. HoweverNotwithstanding the foregoing, if Seller fails to cure the applicable terms of this Section 13.8 shall not apply in the event that the Seller Default or Purchaser Failure applies to any failure by Seller to satisfy Seller’s obligation to make the material deliveries required to be made by it on the Closing Condition Failure by the last day of Date pursuant to Section 10.3.1 hereof, in which case the Seller Cure Period, Purchaser may exercise its remedies under clauses Period shall be two (a2) or (c) of Section 13.1 on the next Business Day following the last day of the Seller Cure Period. 13.3business days.

Seller’s Right to Cure. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not have the right to exercise its remedies under clauses (aSection 13.1(i) or (ciii) of Section 13.1 for a Seller Default or Section 9.2.2 for a failure of a Purchaser Closing Condition (a “Purchaser 47 AUS-6206654-10 6055890/60 Closing Condition Failure”), unless Purchaser has provided written notice to Seller specifying in reasonable detail the nature of the Purchaser Closing Condition Failure, and Seller Default or have not cured such the Purchaser Closing Condition Failure within fifteen (as the case may be), and Seller has not cured such Seller Default or Purchaser Closing Condition Failure (as the case may be15) within ten (10) days Business Days after Seller’s receipt of such notice (the “Seller Cure Period”), in which case, case the Closing shall be postponed until the date which is five (5) Business Days after the expiration of the Seller Cure Period. However, if Seller fails shall have the right (but not the obligation) to cure the applicable Seller Default or any Purchaser Closing Condition Failure by providing an indemnification to the last day Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees as a result of the Seller Cure Periodevents or circumstances on which such 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 may exercise its remedies under clauses (a) shall proceed to Closing without any reduction in or (c) of Section 13.1 on setoff against the next Business Day following the last day of the Seller Cure Period. 13.3Purchase Price.

Seller’s Right to Cure. 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 Section 9.2.2 for a failure of a Purchaser Closing Condition (a “Purchaser 47 AUS-6206654-10 6055890/60 Closing Condition Failure”), unless Purchaser has provided written notice to Seller 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) within ten (10) 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. However, if Seller fails to cure the applicable Seller Default or Purchaser Closing Condition Failure by the last day of the Seller Cure Period, Purchaser may exercise its remedies under clauses (a) or (c) of Section 13.1 on the next Business Day following the last day of the Seller Cure Period. 13.3.