Common use of Notice of Title Defects Clause in Contracts

Notice of Title Defects. No later than 5:00 p.m. Central Time five (5) business days prior to the Closing Date (the “Title Defect Notice Date”), Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in detail Buyer's calculation of the value for each Title Defect. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing, in a manner acceptable to Buyer, in which case no reduction in the Purchase Price shall be made. Subject to Buyer’s remedies for a breach of Seller’s obligations, or a breach of the special warranty of title set forth in the Conveyances, any Title Defects not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer (which waived defects shall be deemed Permitted Encumbrances), the Parties shall proceed with Closing, Seller shall be under no obligation to correct such defects, and Buyer shall assume the risks, Liability and obligations associated with such defects.

Notice of Title Defects. No later than 5:00 p.m. Central Time Within five (5) business days prior to after discovery and, in all events, no later than the Closing Date (the “"Title Defect Notice Date”"), Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in detail Buyer's calculation of the value for each Title DefectDefect (the "Title Defect Value"). Seller may elect, at its sole cost cost, expense, and expenseoption, but without obligation, (a) to cure all or any portion of such Title Defects prior to ClosingDefects, in a manner acceptable to Buyer, in which case no reduction in (b) convey the affected Assets and reduce the Purchase Price by the amount of the Title Defect Value, or (c) retain the Asset affected by the Title Defect and reduce the Purchase Price by the amount of the Title Defect Value. Buyer's failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be made. Subject to Buyer’s remedies for deemed a breach waiver by Buyer of Seller’s obligations, or a breach of the special warranty of title set forth in the Conveyances, any all Title Defects of which Seller does not have notice of on such date. Any defect or deficiency concerning Seller's title to the Assets not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes (which waived defects shall be deemed Permitted Encumbranceswhether under this Agreement or otherwise), the Parties shall proceed with Closing, Seller shall be under no obligation to correct such defects, and Buyer shall assume the risks, Liability and obligations associated with such defects.

Notice of Title Defects. No later than 5:00 p.m. Central Standard Time five (5) business days prior to the Closing Date (the “Title Defect Notice Date”), Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's ’s reasonable opinion, constitute Title Defects and setting forth in detail Buyer's ’s calculation of the value for each Title Defect. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing, in a manner acceptable to Buyerboth Parties, in which case no reduction in the Purchase Price shall be made. Subject to Buyer’s remedies for a breach of Seller’s obligationsobligations under Section 11.1, or a breach of the special warranty of title set forth in the Conveyances, any defect or deficiency concerning Seller’s title to the Assets (including but not limited to Title Defects Defects) not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer (which waived defects shall be deemed Permitted Encumbrances), the Parties shall proceed with Closing, Seller shall be under no obligation to correct such defects, and Buyer shall assume the risks, Liability and obligations associated with such defects.

Notice of Title Defects. No later than 5:00 p.m. Central Time five (5) business days prior to the Closing Date p.m., C.S.T., on January 13, 2006 (the “Title Defect Notice Date”), Buyer may provide Seller written notice of any Title Defect (a “Title Defect Notice”) along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in detail Buyer's calculation of the value for each Title Defect. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior Defects. Buyer's failure to Closing, in a manner acceptable deliver to Buyer, in which case no reduction in Seller such notice on or before the Purchase Price Defect Notice Date shall be madedeemed a waiver by Buyer of all Defects that Seller does not have notice of on such date. Subject to Buyer’s remedies for a breach of Any defect or deficiency concerning Seller’s obligations, or a breach of title to the special warranty of title set forth in the Conveyances, any Title Defects Assets not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes (which waived defects including any Title Defect adjustment to the Purchase Price); provided, however, such waiver shall be deemed Permitted Encumbrances), not effect or impair the Parties shall proceed with Closing, warranties of Seller shall be under no obligation to correct such defects, and Buyer shall assume set forth in Section 8.5 or the risks, Liability and indemnity obligations associated with such defectsof Seller set forth in Section 17.3.

Notice of Title Defects. No later than 5:00 p.m. Central Time five (5) business days prior to the Closing Date (the “"Title Defect Notice Date”"), Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in detail Buyer's calculation of the value for each Title Defect. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing, in a manner acceptable to Buyer, in which case no reduction in the Purchase Price Stock Consideration shall be made. Subject to Buyer’s 's remedies for a breach of Seller’s 's obligations, or a breach of the special warranty of title set forth in the Conveyances, any Title Defects not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer (which waived defects shall be deemed Permitted Encumbrances), the Parties shall proceed with Closing, Seller shall be under no obligation to correct such defects, and Buyer shall assume the risks, Liability and obligations associated with such defects.