Defects and Cure Sample Clauses
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Defects and Cure. The Title Commitment and the Survey are collectively referred to as the “Title Evidence.” If the Title Evidence discloses, with respect to the Survey, any material encroachment onto or off of either the Property or any easement benefiting or burdening the Property, or, with respect to the Title Commitment, any matters other than Permitted Exceptions or mortgages or monetary liens to be discharged by Seller at or prior to Closing, Buyer shall notify Seller in writing within ten (10) days of Buyer’s receipt of the Title Commitment or the Survey specifying the defects shown thereby (the “Defects”), and Seller shall have ten (10) days from the date of Buyer’s notice of the Defects to respond to Buyer with Seller’s intention to correct or cure the Defects or with Seller’s intention not to cure the Defects. If Seller elects to cure the Defects, it shall have until the date that is ten (10) days prior to the date of Closing within which to use good faith, diligent efforts to cure the Defects. If Seller elects not to cure the Defects or fails to cure and remove all Defects within ten (10) days prior to the date of Closing, this Agreement may be terminated at Buyer’s election by written notice given to Seller within five (5) days of Buyer’s receipt of notice that Seller will not cure Defects or five (5) days prior to the date of Closing in the event of Seller’s failure to cure whereupon this Agreement shall automatically terminate and be null and void, or Buyer may, at its sole election by written notice, proceed to close this transaction notwithstanding any Defects and without offset or deduction in the Purchase Price, in which event such Defects shall become Permitted Exceptions and shall be waived by Buyer for all purposes.
Defects and Cure. If the Title Commitment, the Survey or any update to either of the foregoing, (“Title Evidence”) discloses unpermitted claims, liens, exceptions or conditions (the “Defects”), said Defects shall be cured and removed by Seller from the Title Evidence prior to Closing in accordance with this Section 5.3.
Defects and Cure. The Title Report and the survey are collectively referred to as “Title Evidence”. Holdings shall notify the Company in writing within twenty (20) days after its receipt of the last of each component of the Title Evidence for each Hospital of any material liens, claims, encroachments, exceptions or defects disclosed in the Title Evidence to which Holdings or Holdings’ lender objects, other than any Permitted Encumbrances (collectively, “Defects”). The Company, at its sole cost and expense, shall cure any such Defects on or before Closing (“cure” shall include an endorsement to an owner’s or a leasehold policy of title insurance, as applicable, acceptable to Holdings, either eliminating the Defect, insuring over the Defect or insuring against the effect of the Defect or an agreement by Shareholders that is acceptable to Holdings and Holdings’ lender to indemnify Holdings and/or Holdings’ lender, as applicable, with respect to the Defect) or the Company may elect to not cure the objections and shall give written notice to Holdings and Holdings’ lender within thirty (30) days of its receipt of Holdings’ notice of Defects of its decision. Within 30 days of Holdings’ receipt of notice from the Company of uncured Defects, Holdings may waive such uncured Defects and close or may terminate this Agreement as if it were a termination pursuant to Section 12.1. If the Company fails to timely give such notice, the Company shall be deemed to have elected not to cure the Defects, whereupon Holdings may waive such Defects and close, or may terminate this Agreement.
Defects and Cure. Purchaser shall notify Seller of Purchaser's disapproval of any matter contained in the Commitment or the Survey on or before the later of (a) the last day of the Inspection Period or (b) 15 days after Purchaser's receipt of both the Commitment and the Survey and copies of the documents referred to in the Commitment as exceptions or exclusions from coverage. Except for real estate taxes that are to be prorated at Closing, Monetary Liens and the 30 Foot Ingress/Egress Easement (as defined in Section 12.3), Purchaser's failure to notify Seller of disapproval of any matter within the foregoing time period shall be deemed approval of that matter. If the Survey discloses conditions that are not in conformity with the criteria set forth above or that might otherwise adversely affect Purchaser's proposed use of the Premises, or if the Commitment discloses matters other than the Permitted Exceptions and Monetary Liens (collectively, "Defects"), those Defects shall, as a condition to Purchaser's obligations under this Agreement, be cured or removed at or before the Closing. If Seller fails to cure and remove all Defects within the period allowed for cure, this Agreement may be terminated, at Purchaser's election, by written notice. Purchaser may, at its sole election, proceed to close this transaction notwithstanding any Defects, in which event the Defects shall be deemed additional Permitted Exceptions. If Purchaser elects to terminate this Agreement, the Deposit and any interest thereon shall be refunded to Purchaser, and neither party shall have any further rights and/or obligations that are expressly stated to survive expiration or termination of this Agreement.
Defects and Cure. The New Title Work and the New Surveys are collectively referred to as “Title Evidence”. Buyer shall notify Seller in writing (“Defect Notice”) within ten (10) days after its receipt of the last of the Title Evidence of any claims, Encumbrances, exceptions or defects disclosed in the Title Evidence, other than Permitted Encumbrances, which would reasonably be expected to materially and adversely affect the use or operation of a Facility or Facilities in the manner in which such Facility or Facilities have historically been operated by Seller and to which Buyer objects (the “Defects”) in a duly given Defect Notice. For purposes of this Agreement, (i) any Encumbrance reflected on any Existing Survey or Existing Title Work shall be deemed a Permitted Encumbrance, and (ii) any Encumbrance reflected in the New Title Work and New Title Evidence not referenced in the Defect Notice shall be deemed a Permitted Exception. Seller shall use commercially reasonable efforts to cure any Defect identified in a Defect Notice. Should Seller, notwithstanding the use of commercially reasonable efforts, not have cured by Closing any Defects referenced in a Defect Notice, and the failure to cure such Defect(s) shall reasonably be expected to have a Group Companies Material Adverse Effect, then Seller may elect to either terminate this Agreement, in which event neither Seller nor Buyer shall have any further obligation to the other hereunder except those obligations which by the express terms of this Agreement shall survive any such termination or, waive such right to terminate this Agreement, and, in such event, such Defects as to which Buyer shall have waived its right to terminate shall be deemed Permitted Encumbrances for all purposes under this Agreement. A cure of a Defect for purposes of this Section 7.10 shall include an endorsement by the Title Company reasonably acceptable to Buyer, either eliminating the Defect, insuring over the Defect or insuring against the effect of the Defect.
Defects and Cure. The items described in this Paragraph 4 are collectively referred to as "Title Evidence." If the Title Evidence discloses unpermitted claims, liens, exceptions, or conditions (the "Defects"), said Defects shall, as a Condition Precedent to Closing, be cured and removed by Seller from the Title Evidence prior to Closing, or within thirty (30) days after delivery to Purchaser of the item of Title Evidence disclosing the Defect(s), whichever date is earlier. If Seller fails to so cure all Defects, or if Seller fails to cause all Defect(s) to be insured over by the Title Company, then Buyer may (1) terminate this Agreement by written notice to the Seller given within thirty (30) days after expiration of the cure period, and neither party shall have any further liability to the other hereunder, except as otherwise provided herein; or (2) proceed to close by deducting from the cash otherwise due at Closing and/or escrowing with the Title Company the amount necessary to cure such Defects (if such Defects are of a liquidated nature and an ascertainable monetary amount or can be endorsed over by the Title Company by the payment or escrowing of an ascertainable amount) and/or cause the Title Company to insure and/or endorse over such Defects, provided that the terms of such insurance and/or endorsements are reasonably satisfactory to Purchaser.
Defects and Cure. The Title Commitment is referred to herein as "Title Evidence". If the Title Evidence discloses, with conditions which might adversely affect Buyer or the Real Property or, with respect to the Title Commitment, deficiencies in endorsements or matters other than the Permitted Exceptions (hereinafter, collectively, referred to as the "Defects"), the Defects shall be cured by Seller within a reasonable amount of time, from the delivery of the Title Evidence or on or before the Closing Date, whichever is later (such period, the "Cure Period") by removing the Defects or causing the Title Company to insure over the Defects. If Seller does not cure the Defects during the Cure Period, Buyer may extend the Closing Date to permit additional time for the Defects to be removed, may terminate this Contract and waive all claims for damages against Seller, or close on the purchase of the Real Property subject to the exceptions and waive all claims for damages against Seller. 5 Inspections. Purchaser has over the forty five day period prior to the Closing Date to inspect all aspects of the Property, including without limitation, the development, usage, operation and marketability, any and all permits and approvals necessary for Purchaser’s usage, zoning, environmental matters, and matters related to title. Purchaser is satisfied with its investigation and desires to proceed with the execution of this Agreement
Defects and Cure. If the Title Commitment, the Survey or any update to either of the foregoing, (“Title Evidence”) discloses any claims, liens, encumbrances, restrictions, covenants, encroachments exceptions or conditions affecting the Real Property that are not Permitted Exceptions (the “Defects”), said Defects may be cured and removed at Seller’s expense in accordance with this Section 5.3.
Defects and Cure. Seller shall cure any defects that are disclosed on the Title Commitment prior to closing.
Defects and Cure. The items described in SECTION 7.2 AND 7.3 are collectively referred to as "TITLE EVIDENCE." If the Title Evidence discloses any Defects that render the title unmarketable, as defined above, then Purchaser may, on or before the tenth (10th) day after the delivery of the Title Evidence, deliver a notice (each a "NOTICE OF TITLE OBJECTION") to Seller specifying any Defect that is discovered by Purchaser and that renders title unmarketable, as defined above. Upon receipt of a Notice of Title Objection, Seller's obligations to cure Defects shall be set forth below: