Common use of Defects Clause in Contracts

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately after receipt of the above notification and without costs or undue delay to the Buyer. If such remedial action cannot be made within the time frame stipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles.

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) of the defective Delivery Items if this remedy can take place immediately after receipt of the above notification and without costs or undue delay to the Buyer. If such remedial action cannot be made within the time frame stipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles. The Buyer's rights under this clause shall be without prejudice to the Buyer's use of any other remedies of breach.

Defects. The Supplier (a) Each Seller may provide Buyer with an updated Title Commitment and UCC Search from time to time prior to Closing at such Seller's election, and each Seller shall be notified provide Buyer and its counsel with an updated Title Commitment and UCC Search not earlier than forty (40) business days and not later than ten (10) business days prior to the Closing, all at Buyer's cost and expense. To the extent not delivered as of the date hereof, each Seller shall provide Buyer with a new title commitment and/or UCC-11 searches for all Properties within reasonable time thirty (30) days after the date hereof at Seller's sole cost and expense. (b) Each Seller shall provide Buyer and its counsel with a new or an updated and certified Survey, as applicable, within ninety (90) calendar days after the date hereof at Buyer's sole cost and expense. (c) If any new or updated Title Commitment, UCC Search or Survey shows defects not shown by the applicable Title Commitment, UCC Search, or Survey provided as of any the date hereof that are Major Survey Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafteror Major Title Defects, and Buyer has delivered to the Supplier shall confirm the receipt applicable Seller and its counsel an itemized written notice of such notice and take nec- xxxxxx action to mitigate the Major Survey Defects or Major Title Defects ("Buyer's loss Title Notice") within ten (10) business days after the date of delivery of the applicable new or the disruption caused by the Defects. The Supplier shall be entitled updated Title Commitment, UCC Search or Surveys to remedy the Defect Buyer, then such Seller shall, within thirty (repair30) if this remedy can take place immediately calendar days after receipt of Buyer's Title Notice (the above notification "Cure Period"), begin the process to cure the Major Survey Defects or Major Title Defects identified in Buyer's Title Notice and to continue to diligently prosecute such cure. If necessary, the Cure Period and the Closing Date may be extended for a reasonable amount of time (as determined in Seller's reasonable discretion) to accommodate the amount of time necessary to allow Seller to cure such Major Survey Defects or Major Title Defects identified in Buyer's Title Notice; provided, however, that (i) the Closing Date shall not be extended beyond the Outside Date other than any extension thereof pursuant to this Section 12.3(c) without costs the mutual agreement of Buyer and Seller and (ii) Buyer shall not be obligated to deposit any additional Deposit amounts in connection with an extension of the Closing Date pursuant to this Section 12.3(c) if all of the conditions to Closing set forth in Sections 9.1 and 9.3 have been satisfied. In addition, Seller shall have the obligation to cure any Monetary Encumbrances on or undue delay prior to the Closing Date. Notwithstanding anything to the contrary contained herein, under no circumstances shall any Permitted Encumbrance be considered a Major Survey Defect or Major Title Defect for purposes of this Article XII. (d) Failure to provide Seller with Buyer. If such remedial action cannot be made 's Title Notice within the time frame stipulated ten (10) business day period following delivery of the applicable updated Title Commitment, UCC Search or Survey shall be deemed a waiver of Buyer's right to disapprove of any matters disclosed by any such updated Title Commitment, UCC Search or Survey, and Buyer shall then be deemed to have accepted all matters as described in each Title Commitment, UCC Search and Surveys, as updated, without reserving any claim against such Seller for title defects or Survey defects, and all such matters shall be deemed to be Permitted Encumbrances. (e) For purposes of this Section 12.3, "cure" of a Monetary Encumbrance, a Major Survey Defect or a Major Title Defect must consist of one of the following (at Seller's election): (a) in the Buyer’s notification case of Major Survey Defects, delivery of an updated survey showing the Defect(s) found, absence of such Major Survey Defect or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliveryb) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Monetary Encumbrance, a Major Survey Defect DALO is furthermore entitled or Major Title Defect, delivery of an updated Title Commitment (or endorsement thereto) showing the deletion from Schedule B of, or endorsement (in a form reasonably acceptable to claim an appropriate price reduction in accordance with the above-mentioned principlesBuyer) over, such Monetary Encumbrance, Major Survey Defect or Major Title Defect.

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately after receipt of the above notification and without costs or undue delay to the Buyer. If such remedial action cannot be made within the time frame stipulated in the Buyer’s notification of the Defect(s) foundstipulated, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliveryredeliv- ery) in replacement of the defective De- livery Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Delivery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are a Defect may be characterized as a System Defect, the Supplier shall replace or modifymodi- fy, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of remedy the Defect in question in all the Delivery Items without deviating from the specificationsItems. If the Supplier can document that the System Defect in question remedying of Defects is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of conditioned upon the Delivery Items may being moved or trans- ferred, for instance back to the Supplier's location or the country of origin, all costs in this respect shall be limited to those borne exclusively by the Supplier. In the event the Supplier does not remedy the Defect (repair) or deliver new Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction (redelivery) in accordance with the provisions above-mentioned principles, the Buyer shall be entitled to purchase similar Delivery Items from, or to remedy or to have the Defect remedied with assistance of, a third party, in both cases for the Supplier’s account. The Buyer's rights under this clause 12 shall be without prejudice to the Buyer's use of any other remedies of breach.

Defects. The Supplier 14.1 Distributor shall be notified within reasonable time inspect the Products promptly without undue delay upon delivery thereof at Distributor’s premises. If any faults and defects arising as a result of any Defects found. Reasonable time faulty workmanship or defective material or short or wrong deliveries are detected during the inspection (hereinafter “Apparent Defects”), Distributor shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx action to mitigate the Buyer's loss notify Curetis by regular mail or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately facsimile promptly without undue delay after receipt of the above notification and Products. In the event of latent defects present at the time of the passing of the risk, but not capable of being discovered by Distributor upon such an inspection (hereinafter “Concealed Defects”) Distributor shall inform Curetis by regular mail or facsimile promptly without costs or undue delay after the discovery of such Concealed Defects. The notification by Distributor of Apparent Defects and Concealed Defects shall include sufficient information for Curetis to identify the concerned production lot and batch. If Distributor fails to notify Curetis within the timelines set forth in this Section 14.1, the Products shall be deemed to have been accepted without reserve; § 377 German Commercial Code shall apply accordingly. 14.2 Rejected Products pursuant to Section 14.1 above must be returned to the Buyerdeparture place indicated by Curetis using the carrier appointed by Curetis. Curetis will bear the costs of such returns. Each package must be labelled with the return number to be provided by Curetis and to be affixed to such package by the carrier of Curetis. 14.3 If such remedial action Curetis has been notified of a defect in a timely and proper manner pursuant to Section 14.1 above, Curetis may, at its own discretion, choose to either repair the Product or ingredient thereof or supply a replacement ingredient or replace the entire Product within a reasonable period of time. Any costs and expenses incurred in connection with the repair or replacement including transportation costs, labor costs and material costs shall be borne by Curetis. 14.4 In the event that the defect cannot be made eliminated within a reasonable amount of time by Curetis or in case that the repair or replacement is deemed to have failed for other reasons, Distributor may, at its sole discretion, rescind from the order or claim damages or reimbursement of frustrated expenses Claims for damages or reimbursement of frustrated expenses are subject to Section 16 below. The rescission from an order shall not exclude any right to damages. 14.5 The repair or replacement shall only deemed to have failed in case that (i) Curetis was granted sufficient time frame stipulated in and opportunity for such repair or replacement without achieving the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reductiondesired result, whereby the Buyer unsuccessful second attempt shall only pay such price for be deemed a failure, unless the defective De livery Items as nature of the Product or the defect or other circumstances require differently, (ii) in case that the repair or replacement is deemed fair and impossible, (iii) in case that Curetis refuses or unreasonably delays the repair or replacement, (iv) in case that there are reasonable taking into account doubts that the nature and number of the Defects repair or replacement may be successful or (v) in question, including the ability to fulfil the Fit for Purpose obligation. If Defects case that such actions are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according unacceptable to the Agreement Distributor and unreasonable for other reasons. 14.6 Claims for product defects shall become time-barred twenty-four (24) months after the Distributor received the instrument systems and shall become time-barred, in order to eliminate the cause case of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced properly stored consumables, within the same batch consumables’ expiration period or batcheswithin six (6) months after the Distributor received said consumables, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batcheswhichever comes earlier. In This limitation shall not apply in case of a System Defect DALO is furthermore entitled liability of Curetis due to claim an appropriate price reduction intentional misconduct or gross negligence by Curetis, its legal representatives or its vicarious agents and in accordance with the above-mentioned principlescase of culpable injury to life, body and health by Curetis, its legal representatives or vicarious agents.

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx necessary action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately immedi- ately after receipt of the above notification and without costs or undue delay to the Buyer. If such remedial action cannot be made within the time frame stipulated in the Buyer’s notification of the Defect(s) foundstipulated, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Delivery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil fulfill the Fit for Purpose obligation. The Buyer's rights under this clause shall be without prejudice to the Buyer's use of any other remedies of breach. If Defects are characterized characterised as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Syst em Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-above mentioned principles. If Defects are remedied by replacing an item or part of an item, a new Defects Liability Period for such replaced items shall begin, cf. clause 10.1.1.

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately after receipt of the above notification and without costs or undue delay to the Buyer. If such remedial action cannot be made within the time frame stipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the th e Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles.

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafterBuyer agrees to accept title to the Property subject to all matters shown by the Title Commitment, the Supplier Survey and the UCC Search as well as Permitted Encumbrances. Buyer shall confirm use commercially reasonable efforts to obtain an updated Title Commitment at least forty-five (45) days prior to the Closing. If the updated Title Commitment shows liens or other financial encumbrances or defects in title not shown by the Title Commitment, (other than Permitted Encumbrances and encumbrances and liens created or agreed to by Buyer), and Seller has received an itemized written notice of such defects within five (5) business days after the date of delivery of the updated Title Commitment to Buyer (collectively, the “Notice Defects”), Seller shall have thirty (30) days after receipt of such notice (or, if longer, until the Closing Date) to cure any such Notice Defects, and take nec- xxxxxx action the Closing Date shall, if necessary, be extended accordingly pursuant to mitigate the Buyer's loss or the disruption caused provisions of Section 11.2(b) and (c). Notice Defects will be deemed to not include any matters shown by the DefectsTitle Commitment. The Supplier Failure to notify Seller within the specified period of title defects revealed by the updated Title Commitment shall be entitled deemed a waiver of Buyer’s right to remedy the Defect (repair) if this remedy can take place immediately after receipt disapprove of the above notification status of Seller’s title, and Buyer shall then accept such title as is described in the Title Commitment, as updated, without costs or undue delay reserving any claim against Seller for title defects; provided that, if Buyer obtains a further updated Title Commitment immediately prior to the Buyer. If Closing Date and such remedial action canupdated Title Commitment shows liens or other financial encumbrances or defects in title not be made within shown by the time frame stipulated in the Buyer’s notification of the Defect(s) foundprior updated Title Commitment, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled permitted to claim notify Seller in writing of such defects prior to the Closing Date and the provisions of this Section 11.2 shall apply as if such defects were originally identified as Notice Defects, including Seller’s right to extend the Closing Date pursuant to the provisions of Section 11.2(b) and (c). Seller shall be under no obligation to remove title defects and any failure or refusal of Seller to do so shall not be a price reductiondefault of Seller hereunder, whereby except that Seller shall be obligated to cure (i) monetary liens which are Notice Defects that are not disclosed by the Buyer shall only pay Title Commitment which are unpaid and liquidated at Closing, not to exceed $1,000,000 in the aggregate (“Monetary Liens”) and (ii) title defects and encumbrances voluntarily created or agreed to by Seller that are not disclosed by the Title Commitment (“Seller Created Encumbrances”), to the extent such price for Monetary Liens or Seller Created Encumbrances first encumber the defective De livery Items as is deemed fair and reasonable taking into account Property or Seller’s interest therein between the nature and number date of the Defects Title Commitment and the Closing, in question, including the ability to fulfil manner provided below. A lien is liquidated only if it is fixed either by agreement of Seller and the Fit for Purpose obligationparty asserting the lien or by operation of law. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in In order to eliminate cure a Monetary Lien or a Seller Created Encumbrance, and if Seller desires to attempt to cure any other title defects, Seller shall have the cause option to extend the Closing Date for a period of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles.thirty

Defects. (a) The Supplier Partnership shall be notified within reasonable time of any Defects foundprovide Buyer with an updated Title Commitment and UCC Search not later than five (5) Business Days prior to the Closing. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafterIf the updated Title Commitment or UCC Search shows defects in title not shown by the Title Commitment, UCC Search, the Supplier Partnership Disclosure Letter or exhibits attached to this Agreement, or, if the Vessel and Fixtures thereon should become subject to a Lien or other financial Encumbrance, and the Partnership has received an itemized written notice of such defects within five (5) Business Days after the date of delivery of the updated Title Commitment or UCC Search to Buyer, the Partnership shall confirm the have thirty (30) days after receipt of such notice to cure any such defects in title, and take nec- xxxxxx action the Closing Date shall, if necessary, be extended accordingly. Title defects will not be deemed to mitigate include any Permitted Encumbrances. (b) Failure to notify the Partnership within the above specified periods of title defects revealed by the updated Title Commitment, UCC Search, the Partnership Disclosure Letter or other exhibits to this Agreement shall be deemed a waiver of Buyer's loss ’s right to disapprove of the status of the Partnership’s title, and Xxxxx shall then accept such title as is described in the Title Commitment and UCC Search, as updated, without reserving any claim against the Partnership for title defects. (c) Neither Sellers nor the Partnership shall be under any obligation to remove title defects, and any failure or refusal of the Partnership to do so shall not be a default of Sellers or the disruption caused Partnership hereunder, except that the Partnership shall be obligated to cure (i) monetary Liens or Encumbrances (“Monetary Encumbrances”) that are not disclosed by the DefectsTitle Commitment, UCC Search, the Partnership Disclosure Letter or other exhibits to this Agreement (other than Taxes and assessments and the Encumbrances created or suffered by Buyer pursuant to such Taxes or assessments) which encumber the Property between the date of this Agreement and the Closing, in the manner provided below and (ii) title defects created by the Partnership in favor of the Partnership or its Affiliates. For purposes of the prior sentence, an Encumbrance is “liquidated” only if it is fixed either by agreement of Sellers or the Partnership and the party asserting the Encumbrance or by operation of Law. In order to cure any title defects other than a Monetary Encumbrance, the Partnership shall have the option to extend the Closing Date for a period of thirty (30) days, by giving written notice of such extension election to Buyer on or prior to the Closing Date. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately after receipt Partnership may cure Monetary Encumbrances by either of the above notification following methods: (i) payment and without costs release of such Monetary Encumbrance of record or undue delay (ii) posting a bond which causes such Monetary Encumbrance to cease to be a Lien on the Buyer. If such remedial action cannot be made within the time frame stipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principlesProperty.

Defects. The Supplier Buyer agrees to accept title to the Property subject to all matters shown by the Title Commitment and any UCC Search provided to Buyer prior to the date hereof as well as Permitted Encumbrances, other than any Liens relating to the 2010 Credit Agreement. Buyer shall be notified use commercially reasonable efforts to obtain an updated Title Commitment at least 25 days prior to the Closing. If such updated Title Commitment shows liens or other financial encumbrances or defects in title not shown by the Title Commitment (other than Permitted Encumbrances and Liens created or agreed to by Buyer), and Seller has received an itemized written notice of such defects within reasonable time five Business Days after the date of any Defects found. Reasonable time shall never be less than 14 delivery of the updated Title Commitment to Buyer (fourteen) Days. Immediately hereaftercollectively, the Supplier “Notice Defects”), Seller shall confirm the have 30 days after receipt of such notice (or, if longer, until the Closing Date) to cure (including by bonding) any such Notice Defects, and take nec- xxxxxx action the Closing Date shall, if necessary, be extended accordingly pursuant to mitigate the Buyer's loss or the disruption caused provisions of Section 10.2.2 and 10.2.3. Notice Defects will be deemed to not include any matters shown by the DefectsTitle Commitment. The Supplier Failure to notify Seller within the specified period of title defects revealed by the updated Title Commitment shall be entitled deemed a waiver of Buyer’s right to remedy the Defect (repair) if this remedy can take place immediately after receipt disapprove of the above notification status of Seller’s title, and Buyer shall then accept such title as is described in the Title Commitment, as updated, without costs or undue delay reserving any claim against Seller for title defects; provided that, if Buyer obtains a further updated Title Commitment immediately prior to the Buyer. If Closing Date and such remedial action canupdated Title Commitment shows Liens or other financial encumbrances or defects in title not be made within shown by the time frame stipulated in the Buyer’s notification of the Defect(s) foundprior updated Title Commitment, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled permitted to claim notify Seller in writing of such defects prior to the Closing Date and the provisions of this Section shall apply as if such defects were originally identified as Notice Defects, including Seller’s right to extend the Closing Date pursuant to the provisions of Section 10.2.2 and 10.2.3. Seller shall be under no obligation to remove title defects and any failure or refusal of Seller to do so shall not be a price reductiondefault of Seller hereunder, whereby except that Seller shall be obligated to cure (i) monetary liens which are Notice Defects that are not disclosed by the Buyer shall only pay Title Commitment which are unpaid and liquidated at Closing, not to exceed $100,000 in the aggregate (“Monetary Liens”) and (ii) title defects and encumbrances voluntarily created or agreed to by Seller that are not disclosed by the Title Commitment (“Seller Created Encumbrances”), to the extent such price for Monetary Liens or Seller Created Encumbrances first encumber the defective De livery Items as is deemed fair and reasonable taking into account Property or Seller’s interest therein between the nature and number date of the Defects Title Commitment and the Closing, in question, including the ability to fulfil manner provided below. A lien is liquidated only if it is fixed either by agreement of Seller and the Fit for Purpose obligationparty asserting the lien or by operation of law. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in In order to eliminate cure a Monetary Lien or a Seller Created Encumbrance, and if Seller desires to attempt to cure any other title defects, Seller shall have the cause option to extend the Closing Date for a period of 30 days, by giving written notice of such extension election to Buyer at or before the Defect in question in all the Delivery Items without deviating from the specificationsClosing Date. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification Cure of the Delivery Items Monetary Liens and Seller Created Encumbrances may be limited effected by either (i) payment and release of such Monetary Lien or Seller Created Encumbrance of record, or (ii) posting a bond which causes such Monetary Lien or Seller Created Encumbrance to those Delivery Items produced within (x) cease to be a lien on the same batch Property or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles(y) otherwise be removed from Buyer’s title policy issued at Closing.

Defects. Buyer agrees to accept title to the Land subject to all matters shown by the Title Commitment attached hereto as Exhibit J, subject to the removal of all exceptions that have been marked-out and all objections and other matters that have been noted therein, and the Survey, subject to the removal of all exceptions and other matters that have been marked-out and all objections that have been noted in the Title Commitment. Seller shall take all reasonable action necessary to remove from title to the Land, or, in the alternative, shall obtain for Buyer title insurance from the Title Insurer, in form and substance reasonably satisfactory to Buyer, insuring over, the exceptions or matters that have been marked-out or noted in the Title Commitment or UCC-11 Search attached hereto as Exhibit J. Title defects will not be deemed to include any matters shown by the Title Commitment or UCC-11 Search attached hereto as Exhibit J, except with respect to the exceptions that have been marked-out and the objections and other matters that have been noted therein. Notwithstanding the foregoing, Seller shall use commercially reasonable efforts (i) to provide to Buyer, to the extent reasonably available, such additional information as Buyer may reasonably request to determine the status and effect on the Land and Improvements of the Encumbrances referenced as Exceptions 17, 23, 25 and 26, (ii) to cooperate with Buyer in causing the Encumbrance referenced as Exception 23 on Schedule B Part II to the Title Commitment to be relocated of record and (iii) to provide to Buyer, to the extent reasonably available, such additional information as Buyer may reasonably request to determine whether the Improvements located within the hazard area designated as Flood Zone AO-1, by the Federal Emergency Management Agency, were built in accordance with all building codes and regulations that apply to improvements built in such an area. The Supplier Title Commitment and UCC-11 Search shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx action to mitigate the Buyer's loss updated at or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately after receipt of the above notification and without costs or undue delay to the Buyer. If such remedial action cannot be made within the time frame stipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specificationsshortly before Closing. If the Supplier can document that updated Title Commitment or UCC-11 Search shows defects in title not shown by the System Defect in question is limited Title Commitment or UCC-11 Search, or, if the Land or Seller’s interest therein, should become subject to a specific product type produced lien or other financial encumbrance, and Seller has received an itemized written notice of such defects within ten (10) Business Days after the date of delivery of the updated Title Commitment or UCC-11 Search to Buyer or, if earlier, the Closing Date, Seller shall take all reasonable action necessary to remove from title to the Land any exceptions and matters so objected to by Buyer, or, in the alternative, Seller shall obtain for Buyer title insurance from the Title Insurer insuring over such exceptions or matters, such insurance to be in form and substance reasonably satisfactory to Buyer. Failure to notify Seller within the same batch specified period of title defects revealed by the updated Title Commitment or batches, the replace- ment or modification UCC-11 Search shall be deemed a waiver of Buyer’s right to disapprove of the Delivery Items status of Seller’s title, and Buyer shall then accept such title as is described in the Title Commitment and UCC-11 Search (except with respect to all exceptions that have been marked-out and all objections that have been noted therein) as updated, without reserving any claim against Seller for title defects. In order to cure a Monetary Encumbrance or to attempt to cure any other title defects, Seller shall have the option to extend the Closing Date for a period of thirty (30) days, by giving written notice of such extension election to Buyer at or before the Closing Date. Cure of Monetary Encumbrances shall be effected by the payment and release of such Monetary Encumbrance of record. Notwithstanding the foregoing or anything to the contrary contained herein, (i) Seller shall discharge and remove any and all Liens affecting the Land that are shown by the Title Commitment or UCC-11 Search, as the same may be limited updated, which secure an obligation to those Delivery Items produced within pay money (other than installments of real estate taxes not delinquent as of the same batch Closing), even though Buyer does not expressly disapprove of the same, and (ii) Seller shall be obligated to cure all monetary encumbrances that are not disclosed by the Title Commitment or batches. In case UCC-11 Search (other than governmental taxes and assessments and the encumbrances created or suffered by Buyer) which are unpaid and liquidated at Closing (the “Monetary Encumbrances”), if any, which encumber the Property or the Business or Seller’s interest therein between the date of a System Defect DALO is furthermore entitled to claim an appropriate price reduction this Agreement and the Closing, in accordance with the above-mentioned principlesmanner provided below.

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafterBuyer agrees to accept title to the Property subject to all matters shown by the Title Commitment, the Supplier Survey and the UCC Search as well as Permitted Encumbrances, other than any Liens related to the 2010 Credit Agreement. Buyer shall confirm use commercially reasonable efforts to obtain an updated Title Commitment and an updated UCC Search (collectively, the “Updated Title Documents”) at least 25 days prior to the Closing. If the Updated Title Documents show liens or other financial encumbrances or defects in title not shown by the Title Commitment or the UCC Search (other than Permitted Encumbrances and Liens created or agreed to by Buyer in writing after the date hereof), and Seller has received an itemized written notice of such defects within five Business Days after the date of delivery of the updated Title Commitment or the updated UCC Search, as applicable, to Buyer (collectively, the “Notice Defects”), Seller shall have 30 days after receipt of such notice (or, if longer, until the Closing Date) to cure (including by bonding) any such Notice Defects, and take nec- xxxxxx action the Closing Date shall, if necessary, be extended accordingly pursuant to mitigate the Buyer's loss provisions of Section 10.2.2 and 10.2.3. Notice Defects will be deemed to not include any matters shown by the Title Commitment or the disruption caused UCC Search. Failure to notify Seller within the specified period of title defects revealed by the Defects. The Supplier Updated Title Documents shall be entitled deemed a waiver of Buyer’s right to remedy the Defect (repair) if this remedy can take place immediately after receipt disapprove of the above notification status of Seller’s title, and Buyer shall then accept such title as is described in the Updated Title Documents without costs reserving any claim against Seller for title defects; provided that, if Buyer obtains a further updated Title Commitment or undue delay UCC Search immediately prior to the Buyer. If Closing Date and such remedial action canupdated Title Commitment or UCC Search shows Liens or other financial encumbrances or defects in title not be made within shown by the time frame stipulated in the Buyer’s notification of the Defect(s) foundprior Updated Title Documents, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled permitted to claim notify Seller in writing of such defects prior to the Closing Date and the provisions of this Section shall apply as if such defects were originally identified as Notice Defects, including Seller’s right to extend the Closing Date pursuant to the provisions of Section 10.2.2 and 10.2.3. Seller shall be under no obligation to remove title defects and any failure or refusal of Seller to do so shall not be a price reductiondefault of Seller hereunder, whereby except that Seller shall be obligated to cure (i) monetary liens which are Notice Defects that are not disclosed by the Buyer shall only pay Title Commitment or the UCC Search which are unpaid and liquidated at Closing, not to exceed $1,000,000 in the aggregate so long as such price for monetary liens do not arise as a result of Seller’s breach of this Agreement (“Monetary Liens”) and (ii) title defects and encumbrances voluntarily created or agreed to by Seller that are not disclosed by the defective De livery Items as is deemed fair and reasonable taking into account Title Commitment or the nature and number UCC Search (“Seller Created Encumbrances”), to the extent such Monetary Liens or Seller Created Encumbrances first encumber the Property or Seller’s interest therein between the date of the Defects Title Commitment or the UCC Search, as applicable, and the Closing, in question, including the ability to fulfil manner provided below. A lien is liquidated only if it is fixed either by agreement of Seller and the Fit for Purpose obligationparty asserting the lien or by operation of law. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in In order to eliminate cure a Monetary Lien or a Seller Created Encumbrance, and if Seller desires to attempt to cure any other title defects, Seller shall have the cause option to extend the Closing Date for a period of 30 days, by giving written notice of such extension election to Buyer at or before the Defect in question in all the Delivery Items without deviating from the specificationsClosing Date. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification Cure of the Delivery Items Monetary Liens and Seller Created Encumbrances may be limited effected by either (i) payment and release of such Monetary Lien or Seller Created Encumbrance of record, or (ii) posting a bond which causes such Monetary Lien or Seller Created Encumbrance to those Delivery Items produced within (x) cease to be a lien on the same batch Property or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles(y) otherwise be removed from Buyer’s title policy issued at Closing.

Defects. Buyer agrees to accept title to the Land subject to all matters shown by the Title Commitment and the Survey. The Supplier Title Commitment and UCC-11 Search shall be notified updated at or shortly before Closing. If the updated Title Commitment or UCC-11 Search shows defects in title not shown by the Title Commitment or UCC-11 Search, or, if the Land or Seller’s interest therein, should become subject to a lien or other financial encumbrance, and Seller has received an itemized written notice of such defects within reasonable time five (5) business days after the date of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafterdelivery of the updated Title Commitment or UCC-11 Search to Buyer or, if earlier, the Supplier Closing Date, Seller shall confirm the have thirty (30) days after receipt of such notice (or, if longer, until the Closing Date) to cure any such defects in title, and take nec- xxxxxx action the Closing Date shall, if necessary, be extended accordingly. Title defects will not be deemed to mitigate the Buyer's loss or the disruption caused include any matters shown by the DefectsTitle Commitment or UCC-11 Search attached to this Agreement. The Supplier Failure to notify Seller within the specified period of title defects revealed by the updated Title Commitment or UCC-11 Search shall be entitled deemed a waiver of Buyer’s right to remedy the Defect (repair) if this remedy can take place immediately after receipt disapprove of the above notification status of Seller’s title, and Buyer shall then accept such title as is described in the Title Commitment and UCC-11 Search, as updated, without costs reserving any claim against Seller for title defects. Seller shall be under no obligation to remove title defects, and any failure or undue delay refusal of Seller to the Buyer. If such remedial action cando so shall not be made within a default of Seller hereunder, except that Seller shall be obligated to cure monetary encumbrances in an amount in excess of $100,000 that are not disclosed by the time frame stipulated Title Commitment or UCC-11 Search (other than governmental taxes and assessments and the encumbrances created or suffered by Buyer) which are unpaid and liquidated at Closing, not to exceed One Million Dollars ($1,000,000) in the Buyeraggregate (“Monetary Encumbrances”), if any which encumber the Property or Seller’s notification interest therein between the date of this Agreement and the Defect(sClosing, in the manner provided below. An encumbrance is liquidated only if it is fixed either by agreement of Seller and the party asserting the encumbrance or by operation of law. In order to cure a Monetary Encumbrance, and if Seller desires to attempt to cure any other title defects, Seller shall have the option to extend the Closing Date for a period of thirty (30) founddays, by giving written notice of such extension election to buyer at or before the Closing Date. Cure of Monetary Encumbrances may be effected by either (i) payment and release of such Monetary Encumbrance of record, or (ii) posting a bond which causes such Monetary Encumbrance to cease to be a lien on the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principlesProperty.

Defects. The Supplier (a) Each Seller may provide Buyer with an updated Title Commitment and UCC Search from time to time prior to Closing at such Seller’s election, and each Seller shall be notified provide Buyer and its counsel with an updated Title Commitment and UCC Search not earlier than forty (40) business days and not later than ten (10) business days prior to the Closing, all at Buyer’s cost and expense. To the extent not delivered as of the date hereof, each Seller shall provide Buyer with a new title commitment and/or UCC-11 searches for all Properties within reasonable time thirty (30) days after the date hereof at Seller’s sole cost and expense. (b) Each Seller shall provide Buyer and its counsel with a new or an updated and certified Survey, as applicable, within ninety (90) calendar days after the date hereof at Buyer’s sole cost and expense. (c) If any new or updated Title Commitment, UCC Search or Survey shows defects not shown by the applicable Title Commitment, UCC Search, or Survey provided as of any the date hereof that are Major Survey Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafteror Major Title Defects, and Buyer has delivered to the Supplier shall confirm the receipt applicable Seller and its counsel an itemized written notice of such notice and take nec- xxxxxx action Major Survey Defects or Major Title Defects (“Buyer’s Title Notice”) within ten (10) business days after the date of delivery of the applicable new or updated Title Commitment, UCC Search or Surveys to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect , then such Seller shall, within thirty (repair30) if this remedy can take place immediately calendar days after receipt of Buyer’s Title Notice (the above notification “Cure Period”), begin the process to cure the Major Survey Defects or Major Title Defects identified in Buyer’s Title Notice and to continue to diligently prosecute such cure. If necessary, the Cure Period and the Closing Date may be extended for a reasonable amount of time (as determined in Seller’s reasonable discretion) to accommodate the amount of time necessary to allow Seller to cure such Major Survey Defects or Major Title Defects identified in Buyer’s Title Notice; provided, however, that (i) the Closing Date shall not be extended beyond the Outside Date other than any extension thereof pursuant to this Section 12.3(c) without costs the mutual agreement of Buyer and Seller and (ii) Buyer shall not be obligated to deposit any additional Deposit amounts in connection with an extension of the Closing Date pursuant to this Section 12.3(c) if all of the conditions to Closing set forth in Sections 9.1 and 9.3 have been satisfied. In addition, Seller shall have the obligation to cure any Monetary Encumbrances on or undue delay prior to the Closing Date. Notwithstanding anything to the contrary contained herein, under no circumstances shall any Permitted Encumbrance be considered a Major Survey Defect or Major Title Defect for purposes of this Article XII. (d) Failure to provide Seller with Buyer. If such remedial action cannot be made ’s Title Notice within the time frame stipulated ten (10) business day period following delivery of the applicable updated Title Commitment, UCC Search or Survey shall be deemed a waiver of Buyer’s right to disapprove of any matters disclosed by any such updated Title Commitment, UCC Search or Survey, and Buyer shall then be deemed to have accepted all matters as described in each Title Commitment, UCC Search and Surveys, as updated, without reserving any claim against such Seller for title defects or Survey defects, and all such matters shall be deemed to be Permitted Encumbrances. (e) For purposes of this Section 12.3, “cure” of a Monetary Encumbrance, a Major Survey Defect or a Major Title Defect must consist of one of the following (at Seller’s election): (a) in the Buyer’s notification case of Major Survey Defects, delivery of an updated survey showing the Defect(s) found, absence of such Major Survey Defect or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliveryb) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Monetary Encumbrance, a Major Survey Defect DALO is furthermore entitled or Major Title Defect, delivery of an updated Title Commitment (or endorsement thereto) showing the deletion from Schedule B of, or endorsement (in a form reasonably acceptable to claim an appropriate price reduction in accordance with the above-mentioned principlesBuyer) over, such Monetary Encumbrance, Major Survey Defect or Major Title Defect.

Defects. The Supplier 14.1 Distributor shall be notified within reasonable time inspect the Products promptly without undue delay upon delivery thereof at Distributor’s premises. If any faults and defects arising as a result of any Defects found. Reasonable time faulty workmanship or defective material or short or wrong deliveries are detected during the inspection (hereinafter “Apparent Defects”), Distributor shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx action to mitigate the Buyer's loss notify Curetis by regular mail or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately facsimile promptly without undue delay after receipt of the above notification and Products. In the event of latent defects present at the time of the passing of the risk, but not capable of being discovered by Distributor upon such an inspection (hereinafter “Concealed Defects”) Distributor shall inform Curetis by regular mail or facsimile promptly without costs or undue delay after the discovery of such Concealed Defects. The notification by Distributor of Apparent Defects and Concealed Defects shall include sufficient information for Curetis to identify the concerned production lot and batch. If Distributor fails to notify Curetis within the timelines set forth in this Section 14.1, the Products shall be deemed to have been accepted without reserve; § 377 German Commercial Code shall apply accordingly. 14.2 Rejected Products pursuant to Section 14.1 above must be returned to the Buyerdeparture place indicated by Curetis using the carrier appointed by Curetis. Each package must be labelled with the return number to be provided by Curetis and to be affixed to such package by the carrier of Curetis. 14.3 If such remedial action Curetis has been notified of a defect in a timely and proper manner pursuant to Section 14.1 above, Curetis may, at its own discretion, choose to either repair the Product or ingredient thereof or supply a replacement ingredient or replace the entire Product within a reasonable period of time. Any costs and expenses incurred in connection with the repair or replacement including transportation costs, labor costs and material costs shall be borne by Curetis. 14.4 In the event that the defect cannot be made eliminated within a reasonable amount of time by Curetis or in case that the repair or replacement is deemed to have failed for other reasons, Distributor may, at its sole discretion, rescind from the order or claim damages or reimbursement of frustrated expenses Claims for damages or reimbursement of frustrated expenses are subject to Section 16 below. The rescission from an order shall not exclude any right to damages. 14.5 The repair or replacement shall only deemed to have failed in case that (i) Curetis was granted sufficient time frame stipulated in and opportunity for such repair or replacement without achieving the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reductiondesired result, whereby the Buyer unsuccessful second attempt shall only pay such price for be deemed a failure, unless the defective De livery Items as nature of the Product or the defect or other circumstances require differently, (ii) in case that the repair or replacement is deemed fair and impossible, (iii) in case that Curetis refuses or unreasonably delays the repair or replacement, (iv) in case that there are reasonable taking into account doubts that the nature and number of the Defects repair or replacement may be successful or (v) in question, including the ability to fulfil the Fit for Purpose obligation. If Defects case that such actions are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according unacceptable to the Agreement Distributor and unreasonable for other reasons. 14.6 Claims for product defects shall become time-barred twenty-four (24) months after the Distributor received the instrument systems and shall become time-barred, in order to eliminate the cause case of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced properly stored consumables, within the same batch consumables’ expiration period or batcheswithin three (3) months after the Distributor received said consumables, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batcheswhichever comes earlier. In This limitation shall not apply in case of a System Defect DALO is furthermore entitled liability of Curetis due to claim an appropriate price reduction intentional misconduct or gross negligence by Curetis, its legal representatives or its vicarious agents and in accordance with the above-mentioned principlescase of culpable injury to life, body and health by Curetis, its legal representatives or vicarious agents.

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx necessary action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately immedi- ately after receipt of the above notification and without costs or undue delay to the Buyer. If such remedial action cannot be made within the time frame stipulated in the Buyer’s notification of the Defect(s) foundstipulated, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery D elivery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil fulfill the Fit for Purpose obligation. The Buyer's rights under this clause shall be without prejudice to the Bu yer's use of any other remedies of breach. If Defects are characterized characterised as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-above mentioned principles. If Defects are remedied by replacing an item or part of an item, a new Defects Liability Period for such replaced items shall begin, cf. clause 9.1.1.

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately after receipt of the above notification and without costs or undue delay to the Buyer. If such remedial action cannot be made within the time frame stipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the BuyerBuye r, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modifyreplace, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification r e- placement of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles.

Defects. The Supplier (a) Seller may provide Buyer with one or more updates to the Existing Title Policy and UCC Search from time to time prior to Closing at Seller’s election, and Seller shall be notified provide Buyer and its counsel with an update to the Existing Title Policy and UCC Search not earlier than forty (40) Business Days and not later than ten (10) Business Days prior to the Closing, all at Buyer’s cost and expense. To the extent not delivered as of the date hereof, Seller shall provide Buyer with a new title commitment and/or UCC-1 searches for all Real Property within reasonable time of thirty (30) days after the date hereof at Seller’s sole cost and expense. (b) If the Existing Title Policy, UCC Search or Survey, or any new title commitment, or any update to the Existing Title Policy, UCC Search or Survey shows defects that are Major Survey Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafteror Major Title Defects, the Supplier shall confirm the receipt and Buyer has delivered to Seller and its counsel an itemized written notice of such notice and take nec- xxxxxx action Major Survey Defects or Major Title Defects (“Buyer’s Title Notice”) within ten (10) Business Days after the date of delivery of the applicable new title commitment or update to mitigate the Existing Title Policy, UCC Search or Surveys to Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect , then Seller shall, within thirty (repair30) if this remedy can take place immediately calendar days after receipt of Buyer’s Title Notice (the above notification “Cure Period”), begin the process to cure the Major Survey Defects or Major Title Defects identified in Buyer’s Title Notice and without costs to continue to diligently prosecute such cure. If necessary, the Cure Period and the Closing Date may be extended for a reasonable amount of time (as determined in Seller’s reasonable discretion) to accommodate the amount of time necessary to allow Seller to cure such Major Survey Defects or undue delay Major Title Defects identified in Buyer’s Title Notice; provided, however, that Buyer shall not be obligated to deposit any additional Deposit amounts in connection with an extension of the Closing Date pursuant to this Section 8.3(b) if all of the conditions to Closing set forth in Sections 5.1 and 5.3 have been satisfied. In addition, Seller shall have the obligation to cure any Monetary Encumbrances on or prior to the Closing Date. Notwithstanding anything to the contrary contained herein, under no circumstances shall any Permitted Encumbrance be considered a Major Survey Defect or Major Title Defect for purposes of this Article VIII. (c) Failure to provide Seller with Buyer. If such remedial action cannot be made ’s Title Notice within the time frame stipulated ten (10) Business Day period following delivery of the new title commitment or the applicable update to the Existing Title Policy, UCC Search or Survey shall be deemed a waiver of Buyer’s right to disapprove of any matters disclosed by any such update to the Existing Title Policy, UCC Search or Survey, and Buyer shall then be deemed to have accepted all matters as described in such title commitment or update to such Existing Title Policy, UCC Search and Surveys, without reserving any claim against Seller for title defects or Survey defects, and all such matters shall be deemed to be Permitted Encumbrances. (d) For purposes of this Section 8.3, “cure” of a Monetary Encumbrance, a Major Survey Defect or a Major Title Defect must consist of one of the following (at Seller’s election): (a) in the Buyer’s notification case of Major Survey Defects, delivery of an updated survey showing the Defect(s) found, absence of such Major Survey Defect or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliveryb) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Monetary Encumbrance, a Major Survey Defect DALO is furthermore entitled or Major Title Defect, delivery of the Existing Title Policy, or any new or update thereto (or an endorsement to claim an appropriate price reduction any of the foregoing) showing the deletion from Schedule B of, or endorsement (in accordance with the above-mentioned principlesa form reasonably acceptable to Buyer) over, such Monetary Encumbrance, Major Survey Defect or Major Title Defect.

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately after receipt of the above notification and without costs or undue delay to the Buyer. If such remedial action cannot be made within the time frame stipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the BuyerBuyer , or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles.

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the DefectsDefects . The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immediately after receipt of the above notification and without costs or undue delay to the Buyer. If such remedial action cannot be made within the time frame stipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redelivery) in replacement of the defective De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles.