An "uncured default" clause typically outlines the consequences when a party fails to rectify a breach of contract within a specified period after receiving notice of the default. This clause ensures that the non-breaching party has the legal right to pursue remedies or terminate the contract if the default is not remedied in a timely manner.
An Uncured Default shall not be subject to cure by the Kind Parties. If an Uncured Default occurs, Juva may pursue Liquidated Damages (as described in Paragraph 9, below) or Business Transfer (as described in Paragraph 11, below), or any other remedy available under applicable law and equity under this Agreement and any collateral agreement(s) referenced herein.
Liquidated Damages: The Parties agree that all terms of this Agreement are material terms and that as to each of the dates set forth herein, time is of the essence. The Parties agree that damages sustained by a breach of the terms of this Agreement, including but not limited an Uncured Default, would be impractical and extremely difficult to determine, and, therefore, agree that in the event of an Uncured Default, the Kind Parties shall pay Juva, in addition to any other amounts due under this Agreement, liquidated damages in the sum of Twenty-Five Thousand and 00/100 United States Dollars ($25,000.00). The Parties further agree that such damages are not intended to be, and shall not be construed as, a penalty.
In the event of an Uncured Default, or default of any other representation, warranty or covenant herein, without notice, Juva may accelerate all of the remaining payments due hereunder, and each of them, and declare the entire unpaid balance immediately due and payable and proceed to enforce all rights and remedies available under applicable law and equity under this agreement and/or any collateral agreement referenced herein. All amounts owed to Juva shall become immediately due and payable, for the total Settlement Amount of Two Hundred Thousand and 00/100 United States Dollars ($200,000.00) plus the Twenty-Five Thousand and 00/100 United States Dollars ($25,000.00) liquidated damages amount, less any amounts paid to Juva prior to the occurrence of such Uncured Default.
Business Transfer: In the event of an Uncured Default, Juva may, within fifteen (15) days following the occurrence of such Uncured Default, waive all remaining amounts due under this Agreement and as a complete remedy against the Kind Parties, elect instead to take full legal and physical possession, custody and control of the business and assets of Kindrub Collective (including but not limited to license number [***]) by acquiring all of the issued and outstanding shares of Common Stock of Kindrub Collective pursuant to and in accordance with the following provisions:
In the event Juva elects to proceed with the Business Transfer upon the occurrence of any Uncured Default, then effective upon the effective date of the Business Transfer, the Kind Parties will effectuate the resignation of all members and directors of Kindrub Collective, and Juva shall become sole member and director of Kindrub Collective. The Kind Parties agree to cooperate in good faith to consummate the Business Transfer if Juva so elects, and will promptly execute and deliver, or cause to be executed and delivered, to Juva or its counsel all such other instruments and documents as may be reasonably requested by Juva to fully carry out the Business Transfer.
In the event the Settlement Amount is paid in full or Juva does not timely elect to proceed with the Business Transfer upon the occurrence of an Uncured Default, Juva shall file a termination of the UCC Financing Statements within fifteen (15) days following the satisfaction of the Settlement Amount by the Kind Parties or after Juva does not make the election to proceed with the Business Transfer remedy.
An uncured default under the Purchase Agreement shall constitute an uncured default under the MIPA, and an uncured default under the MIPA shall constitute an uncured default under the Purchase Agreement, such that upon such default, the non-defaulting party may terminate both the Purchase Agreement and the MIPA in accordance with the terms thereof.
Effect of Termination. Upon any expiration or termination of this Agreement for any reason whatsoever, all rights in and to the Technology shall revert to Licensor and, except in the event of an uncured default by Licensor, Licensee shall have no further rights whatsoever with respect to the Technology and/or any other intellectual property rights relating thereto. In such event other than an uncured default by Licensor, Licensee shall, at its sole cost and expense, return any of Licensor's intellectual property of any kind that are then in its possession or under its control. In the event of an uncured default by Licensor, at the sole option of Licensee, the License will continue in effect and Licensee will continue to have all the rights and obligations, including any payment obligations, set forth in this Agreement.
4. SUBSEQUENT PRODUCTIONS: Provided that Seller, upon Final Credit Determination, shall have been accorded sole or shared “Screenplay by” credit in connection with the Project and provided further that Seller is not in material, uncured default hereof, Seller shall have the right of first opportunity to write any derivative projects, including but not limited to, the applicable projects described below, on terms no less favorable than those provided for the Project hereunder and it being agreed and acknowledged that Seller shall have the right to independently negotiate the terms and conditions of Seller’s rendering services on such Subsequent Productions (e.g. producer, consultant, etc.).
If Assure fails to cure the Default within seven (7) calendar days from delivery of the Notice of Default and in the absence of an agreement with the United States and the State of Colorado to a modified payment schedule (“Uncured Default”), the remaining unpaid balance of the Settlement Amount shall become immediately due and payable, and interest on the remaining unpaid balance shall thereafter accrue at the rate of 12% per annum, compounded daily from the date of Default, on the remaining unpaid total (principal and interest balance).
If an uncured default occurs and is continuing, the Trustee or the holders of at least 25% of the principal amount of the Senior Notes may declare the entire amount of the Senior Notes, together with accrued and unpaid interest, if any, to be immediately due and payable.
UP may terminate the agreement in the event of Genprex’s uncured default, failure to achieve the specified milestones within the specified time period, or intentional practice of the licensed patent rights or know-how outside the field of diabetes therapy, or if Genprex ceases to carry out its business, becomes bankrupt or insolvent, applies for or consents to the appointment of a trustee, receiver or liquidator of its assets or seeks relief under any law for the relief of debtors.
An Uncured Default refers to a situation in which a borrower or party to a contract fails to fulfill an obligation, and the failure has not been remedied or rectified within a designated period. This term is commonly used in financial and contractual agreements to denote a persistent breach or violation of the terms set forth in the contract, such as missing a payment deadline or not meeting specified conditions.
The term “Uncured Default” should be used whenever you are dealing with contracts or agreements where it is necessary to identify and address breaches or failures to perform according to the contract terms. This could apply to financial loan agreements, lease contracts, or any other type of formal agreement where parties are obligated to perform certain duties and obligations. The use of “Uncured Default” typically specifies that the breach has persisted beyond any allowed curing period.
When writing about an “Uncured Default,” it is important to clearly articulate the following elements:
Write with precision and clarity to avoid ambiguity, ensuring that all parties have a clear understanding of the terms.
Uncured Default clauses can be found in a variety of contracts, including:
By including such a clause, parties are better able to manage risks and enforce contractual obligations effectively.
Try our AI contract analysis and extract important clauses and information from existing contracts.
< <
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The untenantability clause in a lease agreement addresses the conditions under which a rented property becomes uninhabitable due to damage or destruction, such as from a fire or natural disaster. This clause typically outlines the rights and responsibilities of both the landlord and tenant, including possible rent abatement or the termination of the lease if repairs cannot be made within a reasonable time.
An upfront payment clause requires the buyer to pay a portion or the entirety of the agreed price before the service or product is delivered. This type of clause helps secure the commitment of both parties and often provides the seller with immediate working capital.
The "Upon Death" clause typically outlines the procedures and actions to be taken if a party to the contract passes away during the term of the agreement. It may specify the rights and obligations of the surviving parties, how the deceased party's responsibilities or assets will be managed, and any conditions related to succession or termination of the contract.
Fill out the form and we will get in touch with you to give you a personal, customized demo of fynk.
Greetings!
I'm Markus, co-founder of fynk. After you've submitted the form, I'll swiftly get in touch with you.
Also, right after you submit your details, you can pick a time that works best for you for our meeting.
