Common use of Contested Title Defects Clause in Contracts

Contested Title Defects. With respect to any Title Defect timely asserted by a Title Defect Notice and not Cured, if Seller contests in good faith the existence of such Title Defect or Buyer’s good faith estimate of the Title Defect Value, then Seller shall so notify Buyer in writing no later than the earlier of (a) 10 Business Days after Buyer’s delivery to Seller of such Title Defect Notice or (b) September 20, 2013 (a “Title Defect Rejection Notice”), which Title Defect Rejection Notice shall state with reasonable specificity the basis of Seller’s rejection of the Title Defect or of such Title Defect Value. For any Title Defect asserted by Buyer in a Title Defect Notice by the Defect Notice Time, if Seller fails to timely deliver a Title Defect Rejection Notice, then (a) Seller shall be deemed to have accepted the validity of such Title Defect and such Title Defect Value and (b) the Purchase Price shall be reduced, subject to Section 7.5, by an amount equal to such Title Defect Value unless such Title Defect is Cured. If Seller timely delivers a Title Defect Rejection Notice with respect to any Title Defect, then representatives of the Parties, knowledgeable in title matters, shall promptly (but in any event no later than five Business Days after delivery of the Title Defect Rejection Notice) meet and attempt to agree on whether such alleged Title Defect exists and, if so, the Title Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Title Defects, the Title Defect or the Title Defect Value subject to the Title Defect Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8.

Contested Title Defects. With respect to any Title Defect timely asserted by a Title Defect Notice and not Cured, if If Seller contests in good faith the existence of such a Title Defect or Buyer’s good faith estimate of the Title Defect Value, then Seller shall so notify Buyer in writing no later more than the earlier of five (a5) 10 Business Days after BuyerSeller’s delivery to Seller receipt of such the Title Defect Notice or (b) September 20, 2013 (a “Title Defect Rejection Notice”), which Title Defect . The Rejection Notice shall state with reasonable specificity the basis of Seller’s rejection of the Title Defect or of such Title Buyer’s good faith estimate of the Defect Value. For any Title Defect asserted by Buyer in a Title Defect Notice by Within thirty (30) days after Buyer’s receipt of the Defect Notice Time, if Seller fails to timely deliver a Title Defect Rejection Notice, then representatives of Buyer and Seller, knowledgeable in title matters, shall meet and, within seven (a7) Seller shall be deemed days after such meeting, either: (i) agree to have accepted mutually reject the particular Title Defect, or (ii) agree on the validity of such Title Defect and the Defect Value, in which case Seller shall have sixty (60) days after the date of such agreement within which to Cure such Title Defect Value and (b) failing such Cure, to adjust the Purchase Price shall be reduced, subject to Section 7.5, by an amount equal to such Title Defect Value unless such Title Defect is Cured. If Seller timely delivers a Title Defect Rejection Notice with respect to any Title Defect, then representatives of the Parties, knowledgeable in title matters, shall promptly (but in any event no later than five Business Days after delivery of the Title Defect Rejection Notice) meet and attempt to agree on whether such alleged Title Defect exists and, if so, the Title Defect Value applicable theretoas provided above. If the Parties are unable to reach agreement with respect to any Title Defectsparties cannot agree on either options (i) or (ii) in the preceding sentence, the Title Defect or the Title Defect Value subject to the Title Defect Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.812.15. For any Title Defect asserted by Buyer in a Title Defect Notice by the Title Claim Date, if Seller fails to timely deliver a Rejection Notice or a Cure Notice, or, if applicable, to notify Buyer that Seller elects to exclude the affected Asset and reduce the Purchase Price by the Allocated Value thereof, then Seller shall be deemed to have accepted the validity of the Title Defect and Buyer’s good faith estimate of the Defect Value, and the Purchase Price shall be adjusted downward by an amount equal to the Defect Value of the Title Defect. In the event a contested Title Defect cannot be resolved prior to Closing, Seller shall convey the affected Asset to Buyer and Buyer shall pay for the Asset at Closing in accordance with this Agreement as though there were no Title Defect; however, if the Title Defect contest results in a determination that a Title Defect exists, and Seller elects not to Cure or is unable to Cure the Title Defect within sixty (60) days after such determination, then Seller, at its sole option, shall either (a) adjust the Purchase Price downward by the Defect Value of that particular Title Defect, or (b) elect to have Buyer reconvey the affected Asset to Seller, whereupon the Purchase Price shall be adjusted downward by the Allocated Value of the affected Asset, less any net revenues (revenues net of Property Costs) received by Buyer in connection with the affected Asset.

Contested Title Defects. With respect to any Title Defect timely asserted by a Title Defect Notice and not Curedcured to the reasonable satisfaction of Buyer (“Cure”) within ten (10) Business Days after Closing, if a Seller Party contests in good faith the existence of such Title Defect or Buyer’s good faith estimate of the Title Defect ValueValue or Buyer’s rejection of the Seller Party’s Cure of such Title Defect, then such Seller Party shall so notify Buyer in writing no later than the earlier of within such ten (a10) 10 Business Days Day period after Buyer’s delivery to Seller of such Title Defect Notice or (b) September 20, 2013 Closing (a “Title Defect Rejection Notice”), which Title Defect Rejection Notice shall state with reasonable specificity the basis of Sellersuch Seller Party’s rejection of the Title Defect or of such Title Defect ValueValue or of Buyer’s rejection of the Seller Party’s Cure. For any Title Defect asserted by Buyer in a Title Defect Notice by the Defect Notice Time, if a Seller Party fails to timely deliver a Title Defect Rejection Notice, then (a) such Seller Party shall be deemed to have accepted the validity of such Title Defect and such Title Defect Value Value, and (bsubject to Section 7.6) the Purchase Price shall be reduced, subject to Section 7.5, reduced by an amount equal to such Title Defect Value unless (and the Parties shall instruct the escrow agent to release the escrow funds applicable to such Title Defect is Curedto Buyer). If a Seller Party timely delivers a Title Defect Rejection Notice with respect to any Title Defect, then representatives of the Parties, knowledgeable in title matters, shall promptly (but in any event no later than five Business Days after delivery of the Title Defect Rejection Notice) meet and attempt to agree on whether such alleged Title Defect exists and, if so, the Title Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Title DefectsDefect, then the Title Defect or the Title Defect Value or the Cure subject to the Title Defect Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8, and all amounts so deposited with the escrow agent shall be disbursed in accordance with such escrow agreement after the resolution of such arbitration pursuant to the results of such arbitration.

Contested Title Defects. With respect to any Title Defect timely asserted by a Title Defect Notice and not Cured, if Seller contests in good faith the existence of such Title Defect or Buyer’s good faith estimate of the Title Defect Value, then Seller shall so notify Buyer in writing no later than the earlier of (ai) 10 Business Days after Buyer’s delivery to Seller of such Title Defect Notice or (bii) September 20, 2013 (a “Title Defect Rejection Notice”), which Title Defect Rejection Notice shall state with reasonable specificity the basis of Seller’s rejection of the Title Defect or of such Title Defect Value. For any Title Defect asserted by Buyer in a Title Defect Notice by the Defect Notice Time, if Seller fails to timely deliver a Title Defect Rejection Notice, then (a) Seller shall be deemed to have accepted the validity of such Title Defect and such Title Defect Value and (b) the Purchase Price shall be reduced, subject to Section 7.5, by an amount equal to such Title Defect Value unless such Title Defect is Cured. If Seller timely delivers a Title Defect Rejection Notice with respect to any Title Defect, then representatives of the Parties, knowledgeable in title matters, shall promptly (but in any event no later than five Business Days after delivery of the Title Defect Rejection Notice) meet and attempt to agree on whether such alleged Title Defect exists and, if so, the Title Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Title Defects, the Title Defect or the Title Defect Value subject to the Title Defect Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8.

Contested Title Defects. With respect to any Title Defect timely asserted by a Title Defect Notice and not Cured, if If Seller contests in good faith the existence of such a Title Defect or Buyer’s good faith estimate of the Title Defect Value, then Seller shall so notify Buyer in writing no later more than the earlier of four (a4) 10 Business Days after BuyerSeller’s delivery to Seller receipt of such the Title Defect Notice or (b) September 20, 2013 (a “Title Defect Rejection Notice”), which Title Defect . The Rejection Notice shall state with reasonable specificity the basis of Seller’s rejection of the Title Defect or of such Title Buyer’s good faith estimate of the Defect Value. For any Title Defect asserted by Buyer in a Title Defect Notice by Within ten (10) days after Buyer’s receipt of the Defect Notice Time, if Seller fails to timely deliver a Title Defect Rejection Notice, then representatives of Buyer and Seller, knowledgeable in title matters, shall meet and, within twenty (a20) Seller shall be deemed days after Buyer’s receipt of such Rejection Notice, either: (i) agree to have accepted mutually reject the particular Title Defect, or (ii) agree on the validity of such Title Defect and the Defect Value, in which case Seller shall have sixty (60) days after the date of such agreement within which to Cure such Title Defect Value and (b) failing such Cure, to adjust the Purchase Price shall be reduced, subject to Section 7.5, by an amount equal to such Title Defect Value unless such Title Defect is Cured. If Seller timely delivers a Title Defect Rejection Notice with respect to any Title Defect, then representatives of the Parties, knowledgeable in title matters, shall promptly (but in any event no later than five Business Days after delivery of the Title Defect Rejection Notice) meet and attempt to agree on whether such alleged Title Defect exists and, if so, the Title Defect Value applicable theretoas provided above. If the Parties are unable to reach agreement with respect to any Title Defectsparties cannot agree on either options (i) or (ii) in the preceding sentence, the Title Defect or the Title Defect Value subject to the Title Defect Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.812.15. For any Title Defect asserted by Buyer in a Title Defect Notice by the Title Claim Date, if Seller fails to timely deliver a Rejection Notice or a Cure Notice, or, if applicable, to notify Buyer that Seller elects to exclude the affected Asset and reduce the Purchase Price by the Allocated Value thereof, then Seller shall be deemed to have accepted the validity of the Title Defect and Buyer’s good faith estimate of the Defect Value, and the Purchase Price shall be adjusted downward by an amount equal to the Defect Value of the Title Defect. In the event a contested Title Defect cannot be resolved prior to Closing, Seller shall convey the affected Asset to Buyer and Buyer shall pay for the Asset at Closing in accordance with this Agreement as though there were no Title Defect; however, if the Title Defect contest results in a determination that a Title Defect exists, and Seller elects not to Cure or is unable to Cure the Title Defect within sixty (60) days after such determination, then Seller shall adjust the Purchase Price downward by the Defect Value and shall promptly pay to Buyer an amount equal to such Defect Value plus interest thereon at the Agreed Interest Rate from the Closing Date until paid.

Contested Title Defects. With respect to any Title Defect timely asserted by a Title Defect Notice and not Cured, if Seller contests in good faith the existence of such Title Defect or Buyer’s good faith estimate of the Title Defect Value, then Seller shall so notify Buyer in writing no later than the earlier of (a) 10 Business Days after Buyer’s delivery to Seller of such Title Defect Notice or (b) September 20, 2013 (a “Title Defect Rejection Notice”), which Title Defect Rejection Notice shall state with reasonable specificity the basis of Seller’s rejection of the Title Defect or of such Title Defect Value. For any Title Defect asserted by Buyer in a Title Defect Notice by the Defect Notice Time, if Seller fails to timely deliver a Title Defect Rejection Notice, then (a) Seller shall be deemed to have accepted the validity of such Title Defect and such Title Defect Value and (b) the Purchase Price shall be reduced, subject to Section 7.5, by an amount equal to such Title Defect Value unless such Title Defect is Cured. If Seller timely 50 delivers a Title Defect Rejection Notice with respect to any Title Defect, then representatives of the Parties, knowledgeable in title matters, shall promptly (but in any event no later than five Business Days after delivery of the Title Defect Rejection Notice) meet and attempt to agree on whether such alleged Title Defect exists and, if so, the Title Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Title Defects, the Title Defect or the Title Defect Value subject to the Title Defect Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8.

Contested Title Defects. With respect to any Title Defect timely asserted by a Title Defect Notice and not Curedcured to the reasonable satisfaction of Buyer (“Cure”) within twenty (20) Business Days after Closing, if Seller contests in good faith the existence of such Title Defect or Buyer’s rejection of Seller’s Cure of such Title Defect or Buyer’s good faith estimate of the Title Defect Value, then Seller shall so notify Buyer in writing no later than the earlier of within such twenty (a20) 10 Business Days Day period after Buyer’s delivery to Seller of such Title Defect Notice or (b) September 20, 2013 Closing (a “Title Defect Rejection Notice”), which Title Defect Rejection Notice shall state with reasonable specificity the basis of Seller’s rejection of the Title Defect or of such Title Defect ValueValue or of Buyer’s rejection of Seller’s Cure. For any Title Defect asserted by Buyer in a Title Defect Notice by the Defect Notice Time, if Seller fails to timely deliver a Title Defect Rejection Notice, then (a) Seller shall be deemed to have accepted the validity of such Title Defect and such Title Defect Value Value, and (bsubject to Section 7.6) the Purchase Price shall be reduced, subject to Section 7.5, reduced by an amount equal to such Title Defect Value unless (and the Parties shall instruct the escrow agent to release the escrow funds applicable to such Title Defect is Curedto Buyer). If Seller timely delivers a Title Defect Rejection Notice with respect to any Title Defect, then representatives of the Parties, knowledgeable in title matters, shall promptly (but in any event no later than five Business Days after delivery of the Title Defect Rejection Notice) meet and attempt to agree on whether such alleged Title Defect exists and, if so, the Title Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Title DefectsDefect, then the Title Defect or the Title Defect Value or the Cure subject to the Title Defect Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8, and all amounts so deposited with the escrow agent shall be disbursed in accordance with such escrow agreement after the resolution of such arbitration pursuant to the results of such arbitration.

Contested Title Defects. With respect to any Title Defect timely asserted by a Title Defect Notice and not Cured, if If Seller contests in good faith the existence of such a Title Defect or Buyer’s good faith estimate of the Title Defect Value, then Seller shall so notify Buyer in writing no later more than the earlier of five (a5) 10 Business Days after BuyerSeller’s delivery to Seller receipt of such the Title Defect Notice or (b) September 20, 2013 (a “Title Defect Rejection Notice”), which Title Defect . The Rejection Notice shall state with reasonable specificity the basis of Seller’s rejection of the Title Defect or of such Title Buyer’s good faith estimate of the Defect Value. For any Title Defect asserted by Buyer in a Title Defect Notice by Within ten (10) days after Buyer’s receipt of the Defect Notice Time, if Seller fails to timely deliver a Title Defect Rejection Notice, then representatives of Buyer and Seller, knowledgeable in title matters, shall meet and, within twenty (a20) Seller shall be deemed days after Buyer’s receipt of such Rejection Notice, either: (i) agree to have accepted mutually reject the particular Title Defect, or (ii) agree on the validity of such Title Defect and the Defect Value, in which case Seller shall have sixty (60) days after the date of such agreement within which to Cure such Title Defect Value and (b) failing such Cure, to adjust the Purchase Price shall be reduced, subject to Section 7.5, by an amount equal to such Title Defect Value unless such Title Defect is Cured. If Seller timely delivers a Title Defect Rejection Notice with respect to any Title Defect, then representatives of the Parties, knowledgeable in title matters, shall promptly (but in any event no later than five Business Days after delivery of the Title Defect Rejection Notice) meet and attempt to agree on whether such alleged Title Defect exists and, if so, the Title Defect Value applicable theretoas provided above. If the Parties are unable to reach agreement with respect to any Title Defectsparties cannot agree on either options (i) or (ii) in the preceding sentence, the Title Defect or the Title Defect Value subject to the Title Defect Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.812.15. For any Title Defect asserted by Buyer in a Title Defect Notice by the Title Claim Date, if Seller fails to timely deliver a Rejection Notice or a Cure Notice, or, if applicable, to notify Buyer that Seller elects to exclude the affected Asset and reduce the Purchase Price by the Allocated Value thereof, then Seller shall be deemed to have accepted the validity of the Title Defect and Buyer’s good faith estimate of the Defect Value, and the Purchase Price shall be adjusted downward by an amount equal to the Defect Value of the Title Defect. In the event a contested Title Defect cannot be resolved prior to Closing, Seller shall convey the affected Asset to Buyer and Buyer shall pay for the Asset at Closing in accordance with this Agreement as though there were no Title Defect; however, if the Title Defect contest results in a determination that a Title Defect exists, and Seller elects not to Cure or is unable to Cure the Title Defect within sixty (60) days after such determination, then Seller, at its sole option, shall either (a) adjust the Purchase Price downward by the Defect Value of that particular Title Defect and shall promptly pay to Buyer an amount equal to such Defect Value plus interest thereon at the Agreed Interest Rate from the Closing Date until paid, or (b) elect to have Buyer reconvey the affected Asset to Seller, whereupon the Purchase Price shall be adjusted downward by the Allocated Value of the affected Asset, less any net revenues (revenues net of Property Costs) received by Buyer in connection with the affected Asset, and Seller shall promptly pay to Buyer an amount equal to such downward adjustment plus interest thereon at the Agreed Interest Rate from the Closing Date until paid.