Identification of Defects Clause Samples
Identification of Defects. No later than five (5) Business Days (or, in the case of (i) below, no later than sixty (60) calendar days) following the expiration of the Pre-Closing Review Period, Purchaser shall notify Seller in writing of the existence of any of the following defects relating to the Designated Loans (such defects, the “Defects,” and any such Designated Loan being called an “Identified Loan”):
(i) Designated Loan Documents, which are material to the enforceability of a Designated Loan, have been lost or are missing;
(ii) a Designated Loan was not originated or has not been administered in compliance in all material respects with applicable laws or the Designated Loan Documents pertaining to such Designated Loan are not legal, valid and binding or do not contain the true signature of an obligor; or
(iii) Seller’s rights in any collateral are not perfected or enforceable, or the priority of such rights are not as reflected on Seller’s Records; provided, however, that the absence of any such right of Seller in the collateral securing such a Designated Loan must have a material impact on the foreclosure of the Designated Loan in the event of a default.
Identification of Defects. (a) If, in respect of any part of the Work not already transferred and under control by Buyer, and in all cases prior to Closing, Buyer’s Representative, at any time: (i) determines, in its sole discretion, that any Work done or Equipment or Plant supplied or materials used by Seller, Contractor or any Subcontractor is or are defective or otherwise not in accordance with the Agreement (each a “Defect”), or that any part thereof is defective or does not fulfill the requirements of the Agreement and (ii) as soon as reasonably practicable notifies Seller of the said decision, specifying particulars of the Defects alleged and of where the same are alleged to exist or to have occurred, then Seller shall with all speed, at its sole cost and expense, remedy the Defects so specified.
(b) If Seller fails to remedy such Defect, Buyer may take, at the sole cost and expense of Seller, such steps as may in all the circumstances be reasonably necessary or convenient to remedy such Defects. The cost of remedying such Defect may be deducted from any payment due under the Agreement and be recoverable as a debt.
Identification of Defects. (a) If at any time prior to the Substantial Completion Date PacifiCorp’s Representative (i) determines, in its discretion, that any Work performed or Equipment, Materials or the Facility supplied or used by Developer Parties is or are defective in design, materials, equipment, manufacture or workmanship or otherwise not in accordance with the requirements of this Agreement, or that any part thereof is defective or does not fulfill the requirements of this Agreement (each a “Defect”) and (ii) notifies Developer of such determination, including particulars of the Defect, then Developer shall, at its sole cost and expense, promptly remedy the Defects so specified.
(b) If Developer fails to remedy such Defect, then PacifiCorp may elect, at the sole cost and expense of Developer, to take such steps as may be reasonably necessary or convenient to remedy such Defect, and the cost and expense of remedying such Defect may be deducted by PacifiCorp from any payment due Developer under this Agreement.
Identification of Defects. (a) If, prior to Substantial Completion, Company’s Representative, at any time: (i) determines, in its sole discretion, that any Work done or Equipment or Materials used by Contractor or any Subcontractor is or are non-conforming, defective or otherwise not in accordance with this Contract, or that any part thereof is nonconforming, defective or does not fulfill the requirements of this Contract, (each, a “Defect”), and (ii) as soon as reasonably practicable notifies Contractor of said decision, specifying particulars of the Defect(s) alleged and of where the same are alleged to exist or to have occurred, then Contractor shall with all speed, at its sole cost and expense, remedy the Defects so specified.
(b) If Contractor fails to remedy such Defect within a reasonable time or such Defect requires prompt action as a result of an emergency situation existing at the Site, Company may take such action at the sole cost, risk and expense of Contractor, provided that it does so in a reasonable manner and notifies Contractor of Company’s intention to do so as soon as reasonably possible. All Costs (provided that such Costs comprised of Company’s internal Costs exclude any ▇▇▇▇-up for allocated overhead (including general and administrative expenses) in excess of five percent (5%)) incurred by Company in connection therewith shall be deducted from the Contract Price or immediately paid by Contractor to Company. Contractor agrees to pay Company for any Costs (provided that in the case of Costs comprised of Company’s internal Costs, such Costs exclude any ▇▇▇▇-up for allocated overhead (including general and administrative expenses) in excess of five percent (5%)), expenses or other charges incurred by Company if Company elects to proceed to do the Work in accordance with this Section 18.1.
Identification of Defects. The Vendor is obliged to provide and the Purchaser is entitled to receive the benefit of the Maintenance Period for the identification of any defects which may appear in the Property arising from faulty workmanship or materials used in the construction of the Property.