The "Notice and Opportunity to Cure" clause requires a party to inform the other party of any breaches or defects and allows a specified period for the offending party to remedy the issue before further action can be taken. This provision helps mitigate conflicts by facilitating problem resolution and allowing parties to maintain their contractual relationship.
Highwater may suspend work for a period of not more than 60 days, subject to a potential adjustment in price and contract time, and may terminate for cause after notice and opportunity to cure. Nelson Baker may stop work or terminate if Highwater suspends work for more than 60 days or if Highwater fails to make a payment when due after notice and opportunity to cure. Disputes are subject to mediation and binding arbitration.
The Agreement may be terminated by ICM in the event of a material breach by the Company upon written notice and opportunity to cure as set forth in the Agreement. Upon termination, ICM is entitled to retain all payments made by the Company as liquidated damages. In addition, ICM may suspend or stop work and/or suspend or revoke any license to use the technology. The Agreement may also be terminated by ICM in the event that the Company declines to accept an increase in the Purchase Price prior to 30 days before mobilization due to market volatility or material shortages. Upon termination by either party, ICM has agreed to transfer title to the Company to any Equipment which has been fully paid for under the Agreement.
Events of Default. (a) Subject to the notice and opportunity to cure rights of HTL hereunder, the occurrence, and only during the pendency, of any of the following default or breach events shall constitute an event of default (“Event of Default’) hereunder: (ii) failure to pay the 448K note or the 700K note or the 3MM aggregate Royalties; (iii) if HTL defaults in the performance of or compliance with any other obligation or term of this Security Agreement following the notice and opportunity to cure provisions provided herein; or (a) if HTL makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under federal, state or foreign statutes which is not rescinded or dismissed within ninety (90) days.
Rights and Remedies. Upon the occurrence of an Event of Default, and subject to the notice and opportunity to cure (if any) required by the Note or this Agreement, the Secured Party shall have all of the rights and remedies set forth in this Agreement and the Note, and additionally shall have the following rights and remedies:
If Mr. Russell is terminated within the first 90 days of his employment without “cause”, the Company will pay to Mr. Russell his base salary for the balance of the 90 days. The term “cause” means (i) the willful and intentional failure or refusal to perform or observe any material duties, responsibilities or obligations, after notice and opportunity to cure; (ii) any willful and intentional act involving fraud, theft, embezzlement or dishonesty affecting the company; or (iii) a conviction of (or a plea of nolo contendere to) an offense that is a felony in the jurisdiction involved.
Before the Company may terminate Employee’s employment for Cause pursuant to Subsections 5.1(i)(1), (2), (6), (8), or (9) above, the Company must first provide Employee with written notice of its intent to terminate the Employee for Cause if employee does not cure the Company’s basis for terminating Employee’s employment for Cause within 20 calendar days (“Notice and Opportunity to Cure”). Upon delivery of such Notice and Opportunity to Cure to Employee, Employee shall have 20 days to cure the act(s) or omission(s) described in the Notice and Opportunity to Cure and if Employee fails to do so, the Company may terminate Employee’s employment for Cause.
(j) Definition of Cause. “Cause” for the Company (or any acquirer or successor in interest thereto) to terminate Executive’s employment shall exist if any of the following occurs: (i) Executive’s conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; (ii) Executive’s commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company that results (or could reasonably be expected to result) in material harm or injury to the business or reputation of the Company; (iii) Executive’s material violation of any Company policy or of any statutory duty Executive owes to the Company; or (iv) Executive’s conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or could reasonably be expected to have resulted in) material harm to the business or reputation of the Company; provided, however, that the action or conduct described in clauses (iii) and (iv) above will constitute “Cause” only if such action or conduct continues after the Board or an authorized officer of the Company has provided Executive with written notice thereof and 30 days’ opportunity to cure the same, except that the Board is not obligated to provide such written notice and opportunity to cure if the action or conduct is not reasonably susceptible to cure. The determination that a termination is for Cause shall be made in good faith by the Board in its sole discretion.
Default, Notice and Right to Cure. Failure by DSH to pay any Monthly Payment when due, after written notice to cure and failure to cure within 10 days of receipt of notice, shall result in the remaining principal balance of the Settlement Payment accelerating and becoming immediately due and payable, with simple interest accruing at the rate of six percent per annum (6%) until full satisfaction of any unpaid amount and FC Global shall be entitled to seek immediate relief pursuant to paragraph 4, hereof, for collection of the unpaid and accelerated amount due including interest thereon.
Notwithstanding the above, this Agreement may be terminated for any material breach upon five (5) days written notice and right to cure provided to the breaching party. The non-breaching party shall be entitled to all damages, costs, and expenses, including attorneys’ fees, provided that Uline may, as complete settlement of all claims of Vendor, compensate Vendor for the Services performed up to the date of termination.
Notice and Right to Cure. Except as to the Ispire Contribution Commitment, in the event of a breach of any covenant or representation by any party to this Agreement, if the covenant or representation can be cured, the party seeking to assert the breach shall provide written notice in accordance with this Section 7.5 and a reasonable opportunity to cure the breach prior to receiving the benefit of any remedy applicable to such breach.
Termination With Notice and Right to Cure. In the event of the failure by the Licensee to perform or observe any material term or covenant or agreement contained in this Agreement or in the event of the breach of or default in any responsibility or obligation of License hereunder, other than those specified in § 8.3, CKI may terminate the License and the other rights granted to the Licensee under this Agreement by giving notice of termination to the Licensee (a “Notice of Termination”), which termination shall become effective automatically unless the Licensee cures the breach within [***] of the giving of the Notice of Termination unless such cure cannot be completed within [***], in which case termination will not become effective so long as the Licensee is in good faith diligently and expeditiously attempting to cure such breach, throughout such period, and cures the breach within [***]. In the event of notice of termination due to quality defect which specifies no further shipment of the applicable Licensed Products, Licensee will promptly cease shipment (taking all efforts to stop, and cause all employees to stop, such shipments). If the Licensee does ship Licensed Products in contravention to the immediately preceding sentence, [***]. Licensee hereby waives any and all rights relating to claims for wrongful termination, loss of goodwill and consequential (or other than direct) damages in connection with any termination of this Agreement and agrees not to allege any such claim.
Notice and Right to Cure. Except as otherwise expressly provided herein, each Party shall be entitled to written notice of any default and prior to the exercise of any remedy provided herein, such defaulting Party shall have thirty (30) days from receipt of such notice to cure any non-monetary default and ten (10) days from receipt of such notice to cure any monetary default. Both Parties agree to cooperate with the other in any and all reasonable attempts by the defaulting Party to cure any default within the default cure period. Notwithstanding the foregoing to the contrary, the notice of default or cure period for the failure of a party to close the sale or purchase of Lots on a date specified for Closing shall be three (3) business days.
Notice and Right to Cure HOF Entity Defaults. 1 If the Company receives a written notice complying with Section 9.2 of this Agreement signed by a HOF Entity and a Lender identifying such Lender (a “Notifying Lender”) as holding a security interest in this Agreement or the project that is the subject of this Agreement, the Company shall give to each Notifying Lender, at the address of the Notifying Lender stated in the notice given by the Notifying Lender and a HOF Entity to the Company, and otherwise in the manner pursuant to the provisions of Section 9.2 hereof, a copy of each notice given under Section 7.2 (“Default Notice”) at the same time as it gives a Default Notice to the HOF Entities, and the Company shall not exercise its right to terminate this Agreement under Section 7.2 unless and until the Company shall have given to each Notifying Lender notice and time to cure in accordance with this Section 8.1. The initial written notice by a HOF Entity and a Notifying Lender shall specifically identify this Agreement by name and execution date, and specifically reference that the notice is provided under Section 8.1.1 of this Agreement. 2 Each Notifying Lender shall, in the case of any default by the HOF Entities (or either of them) under this Agreement, have a concurrent period of thirty (30) days more than is given the HOF Entities, under the provisions of this Agreement, to cure such default or cause it to be cured or to proceed under Section 8.1.4(ii). (i) In the event a Notifying Lender elects to proceed under Section 8.1.4(ii), such Lender shall provide the Company with written notice of such election complying with Section 9.2 of this Agreement. Such written notice shall specifically identify this Agreement by name and execution date, and specifically reference that the notice is provided under Section 8.1.2(i) of this Agreement. The Company shall have the right, exercisable in its sole discretion within forty-five (45) days of receipt of such written notice, to terminate this Agreement and/or to take any other action it deems appropriate by reason of any default or “event of default” hereunder which occurred prior to the Company’s delivery of notice of the termination of this Agreement. (ii) At any time after commencing to proceed in the manner described in Section 8.1.4(ii), a Notifying Lender may notify the Company, in writing, that it has relinquished possession of the Village or that it will not institute foreclosure proceedings or, if such proceedings shall have been commenced, that it has discontinued such proceedings, and, in either event the Notifying Lender shall have no liability in connection therewith from and after the date on which it delivers notice to the Company. Thereupon, the Company shall have the unrestricted right to terminate this Agreement and to take any other action it deems appropriate by reason of any default or “event of default” hereunder which occurred prior to or after the Company’s delivery of notice of the termination of this Agreement.
Notice and Right to Cure. Tenant agrees to provide Agent with a copy of each notice of default under the Lease or failure of Landlord to satisfy a condition precedent to Tenant’s obligations under the Lease, at the same time as Tenant provides Landlord with such notice, and that in the event of any default or failure by the Landlord under the Lease, Tenant will take no action to terminate the Lease (a) if the default or failure is not curable by Agent (so long as the default does not interfere with Tenant’s use and occupation of the Premises), or (b) if the default or failure is curable by Agent, unless the default or failure remains uncured for a period of thirty (30) days after written notice thereof shall have been given, postage prepaid, to Landlord at Landlord’s address, and to Agent at the address provided in Section 8 below; provided, however, that if any such default or failure is such that it reasonably cannot be cured within such thirty (30) day period, such period shall be extended for such additional period of time as shall be reasonably necessary (including, without limitation, a reasonable period of time to obtain possession of the Property and to foreclose the Mortgage, provided, however, that in no event shall such period exceed 150 days), if Agent gives Tenant written notice within such thirty (30) day period of Agent’s election to undertake the cure of the default or failure and if curative action (including, without limitation, action to obtain possession and foreclose) is instituted within a reasonable period of time and is thereafter diligently pursued; and provided, further, however, that the foregoing notice and extended cure periods shall not limit or delay, except as otherwise set forth herein,: (a) any rent abatement rights permitted to Tenant under the Lease under Sections 2(c), 18, 19 or 31, provided, however, that Tenant gives Agent a copy of any written notice and, with respect to Tenant’s abatement rights pursuant to Sections 2(c), 18, 19 or 31, neither Landlord or Agent pays the full amount due to Tenant within thirty (30) days after such notice, or (c) any self-help rights permitted to Tenant under the Lease upon the condition that the provisions in the following grammatical paragraph are complied with. Agent shall have no obligation to cure any default or failure under the Lease.
Notice and Right to Cure. Tenant agrees, until the Mortgage is released by Lender, to provide Lender (at the address noted above) with a copy of each notice of default given to Landlord under the Lease at the same time such notice of default is given to Landlord. In the event of any default by Landlord under the Lease, Tenant shall not seek to terminate the Lease or to exercise any rights to setoff or abate Rent or any other remedies, until Lender has received such notice and has been given the opportunity, but without undertaking Landlord’s other obligations under the Lease, to cure the default within sixty (60) days from receipt of notice. In the event Lender, has begun action to cure the default, but not completed the same during the sixty (60) day period, Tenant agrees that Lender shall have a reasonable period of time thereafter to do so. If the default is such that it cannot practically be cured by Lender without taking possession of the Premises, Tenant agrees that any right it may have to terminate the Lease or to setoff or abate any Rent, shall be suspended for a reasonable period of time so long as Lender is diligently proceeding to acquire possession of the Premises, by foreclosure or is otherwise undertaking to cure the default of Landlord. Notwithstanding the foregoing, Lender shall have no obligation to cure any default under the Lease.
Notice and Right to Cure. The Parties agree that prior to utilizing the dispute resolution mechanism provided for in this Agreement, the Party claiming the breach of damage shall give written notice of the alleged breach or damage to the other Party, and the Parties shall meet in good faith to cure any breach and resolve any differences, provided, however, that such right of notice and opportunity to cure shall not extend any timetables set forth elsewhere in this Agreement or in applicable Law for longer than a period of thirty (30) days without the written consent of the Parties to continue such opportunity to cure.
“Notice and opportunity to cure” is a contractual provision that allows a party to correct a breach of the contract within a specified timeframe before the other party can take further action, such as terminating the contract or seeking legal remedies. This clause aims to facilitate resolution and maintain the business relationship by providing a chance to address and fix the issues.
You should use a “notice and opportunity to cure” clause in contracts where there is a potential for breaches that could be remedied without escalation. This is particularly relevant in long-term agreements or relationships where maintaining cooperation and resolving issues amicably is crucial. Examples include:
When drafting a “notice and opportunity to cure” clause, ensure it includes the following elements:
In the event of any breach of this Agreement, the non-breaching party shall provide written notice to the breaching party specifying the nature of the breach. The breaching party shall have [number] days from the receipt of such notice to cure the breach. If the breach is not cured within this period, the non-breaching party may terminate this Agreement and pursue any available remedies.
“Notice and opportunity to cure” clauses are commonly found in various types of contracts, including:
These clauses are essential for maintaining productive business relationships and ensuring fairness in contract enforcement.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A "Notice of Disposition" clause typically outlines the requirement for a party to inform another party before disposing of assets that could affect the terms of a contract. This clause ensures transparency and allows the non-disposing party to take necessary actions, potentially safeguarding their interests in the contractual agreement.
The Notice Period clause specifies the amount of time that must be given by one party to the other before terminating or making significant changes to an agreement. It ensures all parties have adequate time to prepare for any transitions or adjustments resulting from the termination or modification of the contract.
A notice provision in a contract specifies the requirements and procedures for delivering formal communications between the parties involved. It ensures that all parties are informed in a timely and consistent manner, often detailing acceptable methods of delivery, addresses, and timeframes for these communications.
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