Limitation of Remedies for Title Defects Sample Clauses

Limitation of Remedies for Title Defects. Notwithstanding anything to the contrary contained in this Agreement, (a) if the Title Defect Value for a given Title Defect, in each case as determined pursuant to Section 4.03(b) or Section 4.08, does not exceed $25,000 (the “Single Title Defect Threshold”), then no adjustment to the Purchase Price shall be made for such Title Defect, (b) if the aggregate Title Defect Values of all Title Defects that were not cured prior to Closing and that exceed the Single Title Defect Threshold does not exceed $500,000, then no adjustment of the Purchase Price shall be made therefore, and (c) if the aggregate Title Defect Values of all Title Defects that were not cured prior to Closing and that exceed the Single Title Defect Threshold exceeds $500,000, then the Purchase Price shall only be adjusted by the amount of such excess above $500,000. All Title Defects asserted by Buyer pursuant to this Article IV shall constitute Permitted Encumbrances, whether or not an adjustment to the Purchase Price is made with respect thereto in accordance with this Article IV. In no event shall any Title Defect Value exceed the Allocated Value for the affected Asset. Subject to the termination provisions of Section 12.01(f), notwithstanding anything to the contrary in this Agreement, the Purchase Price Adjustment provided for in this Article IV shall be Buyer’s sole and exclusive remedy for any Title Defects.
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Limitation of Remedies for Title Defects. Notwithstanding anything to the contrary contained in Article IV, (i) if the value of the Title Defect with respect to a particular Property do not exceed three percent (3%) of the Allocated Value of such particular Property, then no adjustment to the Purchase Price shall be made for such Title Defect, (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for all Title Defects does not exceed 2% of the Purchase Price prior to any adjustments thereto, then nevertheless no adjustment of the Purchase Price shall be made therefor, (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for all Title Defects does exceed 2% of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess, and (iv) the value of a Title Defect with respect to a particular Property may not exceed the Allocated Value of such Property. Further, with regard to any adjustment in excess of two percent (2%) of the Purchase Price, Sellers shall be allowed an offset against such adjustment for the value of any amount by which Sellers’ interest in any Property is greater than that which is set forth in Exhibit B or any other document or Exhibit executed or created in connection with this Agreement, or of record. The value of such excess interest shall be that portion of the Allocated Value of the particular Property which the excess interest of Sellers bears to the interest of Sellers set forth on Exhibit B. The remedies expressly set forth in this Article IV shall be the sole and exclusive remedies of Buyer for Title Defects.
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Limitation of Remedies for Title Defects. Notwithstanding anything in this Agreement to the contrary, (a) the IPP Parties shall have no obligations or liability under this Agreement with respect to a Title Defect not identified by the Partnership in a Title Defect Notice delivered to IPP during the Survival Period, (b) the IPP Parties' liability with respect to all Title Defects to any Asset shall in no event exceed the Allocated Value of such Asset, and (c) the IPP Parties' liability shall be subject to the limitations stated in Section 13.07.
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Limitation of Remedies for Title Defects. (a) Notwithstanding anything in this Agreement to the contrary, (i) Sellers shall have no obligations or liability under this Agreement with respect to a Title Defect not identified by Buyer in a Title Defect Notice delivered to Sellers during the Survival Period, (ii) Sellers' liability with respect to all Title Defects to any Oil and Gas Property shall in no event exceed the Adjustment Value of such Oil and Gas Property, and (iii) Sellers' liability shall be subject to the limitations stated in Section 12.07.
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Related to Limitation of Remedies for Title Defects

  • Remedies for Title Defects Subject to Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto and subject to the rights of the parties pursuant to Section 14.1(f), in the event that any Title Defect timely asserted by Buyer in accordance with Section 11.2(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to:

  • Limitation of Remedies The Credit Enhancement Provider shall not have the right to cause the Loan or any portion thereof to become due and payable prior to the due date for the Loan as set forth herein.

  • No Limitation of Remedies No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this Agreement, the Loan Documents or at law, but each and every remedy shall be cumulative and concurrent, and shall be in addition to each and every other right, power and remedy given under this Agreement, the Loan Documents or now or subsequently existing at law.

  • Remedies for Environmental Defects Subject to Seller’s continuing right to dispute the existence of a Environmental Defect and/or the Remediation Amount asserted with respect thereto, in the event that any Environmental Defect timely asserted by Buyer in accordance with Section 12.1(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to:

  • Election of Remedies If Agent or any Lender may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent or such Lender a Lien upon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Agent or any Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section 12. If, in the exercise of any of its rights and remedies, Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Borrower hereby consents to such action by Agent or such Lender and waives any claim based upon such action, even if such action by Agent or such Lender shall result in a full or partial loss of any rights of subrogation that each Borrower might otherwise have had but for such action by Agent or such Lender. Any election of remedies that results in the denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. In the event Agent or any Lender shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents, Agent or such Lender may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by Agent or such Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent, Lender or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 12, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.

  • Survival of Remedies All remedies hereunder and all obligations with respect to any Loan shall survive the termination of the relevant Loan, return of Loaned Securities or Collateral and termination of this Agreement.

  • Remedies; Survival (a) The Executive acknowledges and understands that the provisions of the covenants contained in Sections 13, 14 and 15 hereof, the violation of which cannot be accurately compensated for in damages by an action at law, are of crucial importance to the Company, and that the breach or threatened breach of the provisions of this Agreement would cause the Company irreparable harm. In the event of a breach or threatened breach by the Executive of the provisions of Section 13, 14 or 15 hereof, the Company will be entitled to an injunction restraining the Executive from such breach. Nothing herein contained will be construed as prohibiting the Company from pursuing any other remedies available for any breach or threatened breach of this Agreement.

  • Preservation and Limitation of Remedies Notwithstanding the preceding binding arbitration provisions, the parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party's entitlement to such remedies is a Dispute.

  • Waiver of Remedies No delay or failure on the part of the Administrative Agent or any other Guarantied Party in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any other Guarantied Party of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.

  • Remedies for Default In case of default as described in Paragraph 10 above, Landlord shall have the right to the following remedies which are intended to be cumulative and in addition to any other remedies provided under applicable law:

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