Common use of Option to Cure Defects Clause in Contracts

Option to Cure Defects. Within five (5) Business Days after receipt of any Defect Notice, Seller may notify Purchaser in writing that Sellers elect to cure or remove any validly asserted alleged Defect subject to any such Defect Notice. Sellers shall have the right, but not the obligation to attempt, at Sellers’ sole cost, to cure or remove, on or prior to the date sixty (60) days after the applicable Claim Date, any Defects asserted in a valid Defect Notice. Sellers shall be deemed to have cured or removed a validly asserted Defect on or prior to the date sixty (60) days after the applicable Claim Date by proving to the reasonable satisfaction of Purchaser, and at no cost or expense to Purchaser, that the Oil and Gas Property affected by such alleged Defect is free of all Defects as of the date sixty (60) days after the applicable Claim Date. If any validly asserted Defect is not cured, or if Sellers and Purchaser cannot agree as to whether such Defect has been cured or removed, and it is determined by the Title Arbitrator that such Defect is not cured by the date sixty (60) days after the applicable Claim Date, the Unadjusted Purchase Price shall be adjusted downward by the Defect Amount attributable to such Defect. Any Seller’s election to attempt to cure or remove a Defect shall not constitute a waiver of Sellers’ right to dispute the validity, nature or value of, or cost to cure, such Defect.