Common use of Buyer’s Notice of Defective Interests Clause in Contracts

Buyer’s Notice of Defective Interests. Buyer shall give Seller notice of Defective Interests claimed by Buyer not later than November 28, 2012. Such notice shall be in writing and shall include a description of the Defective Interest, the reason Buyer believes such portion of the Assets to be a Defective Interest, and the amount, not to exceed its Allocated Value, by which Buyer believes the value of the affected portion of the Assets is reduced due to the Defective Interest. Buyer shall be deemed to have waived all Defective Interests of which Seller has not been given such a timely notice; provided, however, that such waiver shall not apply until the occurrence of Closing with respect to any Defective Interest if Buyer gives notice of such a Defective Interest at any time prior to Closing and either (i) the defect was not reflected in the materials provided for examination by Buyer in the course of its due diligence investigations or is not a matter of public record such that Buyer was charged with legal notice of it, or (ii) the defect arises or occurs after the date such notice is due.

Buyer’s Notice of Defective Interests. Buyer shall give Seller notice of Defective Interests claimed by Buyer not later than November 28July 26, 20122013 at 5:00 P.M. Central Time (the “Examination Period End Date”). Such notice shall be in writing and shall include a description of the Defective Interest, the reason Buyer believes such portion of the Assets to be a Defective Interest, and the amount, not to exceed its Allocated Value, by which Buyer believes the value of the affected portion of the Assets is reduced due to the Defective Interest. Buyer shall be deemed to have waived all Defective Interests of which Seller has not been given such a timely notice; provided, however, that such waiver shall not apply until the occurrence of Closing with respect to any Defective Interest if Buyer gives notice of such a Defective Interest at any time prior to Closing and either (i) the defect was not reflected in the materials provided for examination by Buyer in the course of its due diligence investigations or is not a matter of public record such that Buyer was charged with legal notice of it, or (ii) the defect arises or occurs after the date such notice is due.