Common use of Buyer’s Assertion of Title Defects Clause in Contracts

Buyer’s Assertion of Title Defects. Commencing on the execution of this Agreement and continuing until 5:00 p.m., Central Daylight Time, on June 1, 2009 (the “Examination Period”), Buyers may furnish Seller written notice meeting the requirements of this Section 6.2(a) (a “Title Defect Notice”) setting forth any matters which, in Buyers’ reasonable opinion, constitute Title Defects. For all purposes of this Agreement, Buyers shall be deemed to have waived any Title Defect which Buyers fail to assert as a Title Defect by a Title Defect Notice given to Seller on or before the expiration of the Examination Period. To be effective, Buyers’ Title Defect Notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. The Parties acknowledge and agree that any dispute between the Parties as to the effectiveness of any notice furnished by Buyers to Seller pursuant to this Section 6.2(a) may be submitted for resolution by the Title Arbitrator pursuant to the arbitration procedures set forth in Section 6.5. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyers agree to give Seller written notice of any Title Defect which Buyers determine exist promptly following Buyers’ determination of the existence of same, which notice may be preliminary in nature and supplemented prior to the end of the Examination Period. Buyers shall also promptly furnish Seller with written notice of any Seller Title Credit which is discovered by any employee or representative of either Buyer while conducting Buyers’ title review, due diligence or investigation with respect to the Assets.

Buyer’s Assertion of Title Defects. Commencing During the period commencing on the execution of this Agreement and continuing until 5:00 p.m.terminating on December 6, Central Daylight Time, on June 1, 2009 2013 (the “Title Examination Period”), Buyers may furnish Buyer shall notify Seller written notice meeting the requirements in writing of this Section 6.2(a) (a “Title Defect Notice”) setting forth any matters which, in Buyers’ Buyer’s reasonable opinion, constitute Title DefectsDefects and which Buyer intends to assert as a Title Defect with respect to any portion of a Property Subdivision pursuant to this Article VI. For all purposes of this Agreement, Buyers Buyer shall be deemed to have waived any Title Defect which Buyers fail Buyer fails to assert as a Title Defect by a Title Defect Notice written notice given to Seller on or before the expiration of the Title Examination Period. To be effective, Buyers’ Title Defect Notice Buyer’s written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. The Parties acknowledge and agree that any dispute between the Parties as to the effectiveness of any notice furnished by Buyers to Seller pursuant to this Section 6.2(a) may be submitted for resolution by the Title Arbitrator pursuant to the arbitration procedures set forth in Section 6.5. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyers agree Buyer agrees to give Seller written notice of any Title Defect which Buyers determine exist Buyer determines exists promptly following Buyers’ Buyer’s determination of the existence of same, which notice may be preliminary in nature and supplemented prior to the end of the Title Examination Period. Buyers Buyer shall also promptly furnish Seller with written notice of any Seller Title Credit which is discovered by any employee of Buyer’s employees or representative of either Buyer representatives while conducting Buyers’ Buyer’s title review, due diligence or investigation with respect to the AssetsSubject Interests and Property Subdivisions.

Buyer’s Assertion of Title Defects. Commencing on Prior to the expiration of sixty (60) days after the date of execution of this Agreement and continuing until 5:00 p.m., Central Daylight Time, on June 1, 2009 (the “Title Examination Period”), Buyers may Buyer shall furnish Seller written notice meeting the requirements of this Section 6.2(a7.2(a) (a the “Title Defect Notice”) setting forth any matters which, in Buyers’ Buyer’s reasonable opinion, constitute Title DefectsDefects and which Buyer intends to assert as a Title Defect with respect to any portion of a Property Subdivision pursuant to this Article VII. For all purposes of this Agreement, Buyers Buyer shall be deemed to have waived any Title Defect which Buyers fail Buyer fails to assert as a Title Defect by a Title Defect Notice given to Seller on or before the expiration of the Title Examination Period. To be effective, Buyers’ Buyer’s Title Defect Notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. The Parties acknowledge and agree that any dispute between the Parties as to the effectiveness of any notice furnished by Buyers to Seller pursuant to this Section 6.2(a) may be submitted for resolution by the Title Arbitrator pursuant to the arbitration procedures set forth in Section 6.5. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyers agree Buyer agrees to give Seller Seller, on or before Friday of each second calendar week after the date of execution of this Agreement and until the end of the Title Examination Period, written notice of any all Title Defect which Buyers determine exist promptly following Buyers’ determination of Defects discovered by Buyer during such two calendar week period preceding the existence of sametwo-week period then ending, which notice may be preliminary in nature and supplemented prior to the end of the Title Examination Period. Buyers Buyer shall also promptly furnish Seller with written notice of any Seller Title Credit which is discovered by any employee of Buyer’s employees or representative of either Buyer representatives while conducting Buyers’ Buyer’s title review, due diligence or investigation with respect to the AssetsSubject Interests and Property Subdivisions.

Buyer’s Assertion of Title Defects. Commencing During the period commencing on the execution of this Agreement and continuing until 5:00 p.m.terminating on November 19, Central Daylight Time, on June 1, 2009 2015 (the “Title Examination Period”), Buyers may furnish Buyer shall notify Seller written notice meeting the requirements in writing of this Section 6.2(a) (a “Title Defect Notice”) setting forth any matters which, in Buyers’ Buyer’s reasonable opinion, constitute Title DefectsDefects and which Buyer intends to assert as a Title Defect with respect to any portion of a Property Subdivision pursuant to this Article VI. For all purposes of this Agreement, Buyers Buyer shall be deemed to have waived any Title Defect which Buyers fail Buyer fails to assert as a Title Defect by a Title Defect Notice written notice given to Seller on or before the expiration of the Title Examination Period. To be effective, Buyers’ Title Defect Notice Buyer’s written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any title attorney attorney, examiner or examiner consultant hired by Seller) to verify the existence of such asserted Title Defect. The Parties acknowledge and agree that any dispute between the Parties as to the effectiveness of any notice furnished by Buyers to Seller pursuant to this Section 6.2(a) may be submitted for resolution by the Title Arbitrator pursuant to the arbitration procedures set forth in Section 6.5. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyers agree Buyer agrees to give Seller written notice of any Title Defect which Buyers determine exist Buyer determines exists promptly following Buyers’ Buyer’s determination of the existence of same, which notice may be preliminary in nature and supplemented prior to the end of the Title Defect Examination Period. Buyers Buyer shall also promptly furnish Seller with written notice of any Seller Title Credit which is discovered by any employee of Buyer’s employees or representative of either Buyer representatives while conducting Buyers’ Buyer’s title review, due diligence or investigation with respect to the AssetsSubject Interests and Property Subdivisions.

Buyer’s Assertion of Title Defects. Commencing During the period commencing on the execution of this Agreement and continuing until 5:00 p.m.terminating on September 12, Central Daylight Time, on June 1, 2009 2014 (the “Title Examination Period”), Buyers may furnish Seller written notice meeting the requirements Buyer shall notify Sellers in writing of this Section 6.2(a) (a “Title Defect Notice”) setting forth any matters which, in Buyers’ Buyer’s reasonable opinion, constitute Title DefectsDefects and which Buyer intends to assert as a Title Defect with respect to any portion of a Property Subdivision pursuant to this Article VI. For all purposes of this Agreement, Buyers Buyer shall be deemed to have waived any Title Defect which Buyers fail Buyer fails to assert as a Title Defect by a Title Defect Notice written notice given to Seller Sellers on or before the expiration of the Title Examination Period. To be effective, Buyers’ Title Defect Notice Buyer’s written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, (ii) the claimed Title Defect Amount attributable theretothereto and the reasonable computations and information upon which (in Buyer’s reasonable judgment) Buyer’s claim is based, and (iii) supporting documents reasonably necessary for Seller Sellers (as well as any title attorney or examiner hired by SellerSellers) to verify the existence of such asserted Title Defect. The Parties acknowledge and agree that any dispute between the Parties as to the effectiveness of any notice furnished by Buyers to Seller pursuant to this Section 6.2(a) may be submitted for resolution by the Title Arbitrator pursuant to the arbitration procedures set forth in Section 6.5. To give Seller Sellers an opportunity to commence reviewing and curing Title Defects, Buyers agree Buyer agrees to use commercially reasonable efforts to give Seller Sellers written notice of any Title Defect which Buyers determine exist promptly following Buyers’ determination Buyer determines exists no later than the end of the calendar week in which Buyer determines the existence of same, which notice may be preliminary in nature and supplemented prior to the end of the Title Examination Period; provided, however, that the failure to inform Sellers of a Title Defect shall not prejudice Buyer’s right to assert such Title Defect in accordance with the terms of this Article VI. Buyers Buyer shall also promptly furnish Seller Sellers with written notice of any Seller Title Credit which is discovered by any employee of Buyer’s employees or representative of either Buyer representatives while conducting Buyers’ Buyer’s title review, due diligence or investigation with respect to the AssetsSubject Interests and Property Subdivisions.

Buyer’s Assertion of Title Defects. Commencing Prior to the expiration of the sixty (60) day period commencing on the execution of this Agreement and continuing until 5:00 p.m., Central Daylight Time, on June 1, 2009 (the “Title Examination Period”), Buyers may furnish Buyer shall notify Seller written notice meeting the requirements in writing of this Section 6.2(a) (a “Title Defect Notice”) setting forth any matters which, in Buyers’ Buyer’s reasonable opinion, constitute Title DefectsDefects and which Buyer intends to assert as a Title Defect with respect to any portion of a Property Subdivision pursuant to this Article VI. For all purposes of this Agreement, Buyers Buyer shall be deemed to have waived any Title Defect which Buyers fail Buyer fails to assert as a Title Defect by a Title Defect Notice written notice given to Seller on or before the expiration of the Title Examination Period. To be effective, Buyers’ Title Defect Notice Buyer’s written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. The Parties acknowledge and agree that any dispute between the Parties as to the effectiveness of any notice furnished by Buyers to Seller pursuant to this Section 6.2(a) may be submitted for resolution by the Title Arbitrator pursuant to the arbitration procedures set forth in Section 6.5. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyers agree Buyer agrees to give Seller written notice of any Title Defect which Buyers determine exist Buyer determines exists promptly following Buyers’ Buyer’s determination of the existence of same, which notice may be preliminary in nature and supplemented prior to the end of the Title Examination Period. Buyers Buyer shall also promptly furnish Seller with written notice of any Seller Title Credit which is discovered by any employee of Buyer’s employees or representative of either Buyer representatives while conducting Buyers’ Buyer’s title review, due diligence or investigation with respect to the AssetsSubject Interests and Property Subdivisions.

Buyer’s Assertion of Title Defects. Commencing Prior to the expiration of the thirty (30) day period commencing on the execution of this Agreement and continuing until 5:00 p.m., Central Daylight Time, on June 1, 2009 (the “Title Examination Period”), Buyers Buyer may furnish Seller written notice meeting the requirements of this Section 6.2(a7.2(a) (a the “Title Defect Notice”) setting forth any matters whichthat, in Buyers’ Buyer’s reasonable opinion, constitute Title DefectsDefects and that Buyer is asserting as a Title Defect with respect to all or any portion of a Property Subdivision pursuant to this Article 7. For all purposes of this Agreement, Buyers absent fraud by Seller or either of the Acquired Companies, Buyer shall be deemed to have waived all defects in title to the Assets, including without limitation, any Title Defect which Buyers fail Defects that Buyer fails to assert as a Title Defect by a Title Defect Notice given to Seller on or before the expiration of the Title Examination Period. To be effective, Buyers’ Buyer’s Title Defect Notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary (and available to Buyer) for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. The Parties acknowledge Seller shall respond promptly in writing to each Title Defect Notice and agree that any dispute between the Parties as negotiate with Buyer in an effort to the effectiveness of any notice furnished by Buyers come to Seller pursuant agreement with Buyer with respect to this Section 6.2(a) may be submitted for a resolution by the with respect to each Title Arbitrator pursuant to the arbitration procedures set forth Defect asserted in Section 6.5such Title Defect Notice. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyers agree Buyer agrees to use its commercially reasonable efforts to give Seller Seller, on or before the end of each calendar week during the Title Examination Period, written notice of any all Title Defect which Buyers determine exist promptly following Buyers’ determination of Defects discovered by Buyer during the existence of samecalendar week preceding the calendar week then ending, which notice may be preliminary in nature and supplemented prior to the end of the Title Examination Period; provided that the failure of Buyer to provide Seller with such weekly written notice of any Title Defect shall not in any way prevent Buyer from notifying Seller of a Title Defect prior to the expiration of the Title Examination Period. Buyers Buyer shall also promptly furnish Seller with written notice of any Seller Title Credit which that is discovered by any employee or representative of either Buyer Buyer’s Representatives while conducting Buyers’ Buyer’s title review, due diligence or investigation with respect to the AssetsSubject Interests and Property Subdivisions.