Common use of Notice of Title Defects Clause in Contracts

Notice of Title Defects. No later than 5:00 p.m. local time in Houston, Texas five (5) Business Days prior to the Closing Date (the “Title Defect Notice Date”), Buyer may provide Seller written notice of any Title Defect relating to the Assets 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 reasonably acceptable to both Parties, in which case no reduction in the Purchase Price shall be made. Subject to Buyer’s remedies for a breach of Seller’s obligations under Section 11.1, or a breach of the special warranty of title set forth in the Conveyance, any defect or deficiency concerning Seller’s title to the Assets (including, but not limited to, 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, Liabilities and obligations associated with such defects.

Notice of Title Defects. No later than 5:00 p.m. local time in Houston, Texas Central Time five (5) Business Days business days prior to the Closing Date (the “Title Defect Notice Date”), Buyer may provide Seller written notice of any Title Defect relating to the Assets 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 reasonably acceptable to both PartiesBuyer, in which case no reduction in the Purchase Price shall be made. Subject to Buyer’s remedies for a breach of Seller’s obligations under Section 11.1obligations, or a breach of the special warranty of title set forth in the ConveyanceConveyances, 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, Liabilities Liability and obligations associated with such defects.

Notice of Title Defects. No later than 5:00 p.m. local time in Houston, Texas Central Standard Time five (5) Business Days business days prior to the Closing Date (the “Title Defect Notice Date”), Buyer may provide Seller written notice of any Title Defect relating to the Assets 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 reasonably acceptable to both Parties, in which case no reduction in the Purchase Price shall be made. Subject to Buyer’s remedies for a breach of Seller’s obligations under Section 11.1, or a breach of the special warranty of title set forth in the ConveyanceConveyances, any defect or deficiency concerning Seller’s title to the Assets (including, including but not limited to, to 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, Liabilities Liability and obligations associated with such defects.

Notice of Title Defects. No later than 5:00 p.m. local time in Houston, Texas Within five (5) Business Days prior to days 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 relating to the Assets 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 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 reasonably acceptable to both Parties, 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 madedeemed a waiver by Buyer of all Title Defects of which Seller does not have notice of on such date. Subject to Buyer’s remedies for a breach of Seller’s obligations under Section 11.1, or a breach of the special warranty of title set forth in the Conveyance, any Any defect or deficiency concerning Seller’s 's title to the Assets (including, but not limited to, Title Defects) 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, Liabilities and obligations associated with such defects.

Notice of Title Defects. No later than 5:00 p.m. local time in Houston, Texas Central Time five (5) Business Days business days prior to the Closing Date (the “"Title Defect Notice Date”"), Buyer may provide Seller written notice of any Title Defect relating to the Assets 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 reasonably acceptable to both PartiesBuyer, 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 obligations under Section 11.1's obligations, or a breach of the special warranty of title set forth in the ConveyanceConveyances, 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, Liabilities Liability and obligations associated with such defects.