Title Defects If on the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser.
Environmental Defects For purposes of this Agreement, the term “Environmental Defect” means, with respect to any given Asset, an individual environmental condition identified with specificity in Buyer’s Environmental Review that constitutes a material violation of Environmental Laws in effect as of the date of this Agreement in the jurisdiction in which the affected Asset is located, excluding, however any environmental conditions deemed not to be Environmental Defects by application of Section 5.04(c).
Correction of Defects To promptly correct any structural defects in the Improvements or any material departure from the Plans and Specifications not previously approved by Lessor. The advance of any Development Financing proceeds shall not constitute a waiver of Lessor's right to require compliance with this covenant.
Quantitative Analysis Quantitative analysts develop and apply financial models designed to enable equity portfolio managers and fundamental analysts to screen potential and current investments, assess relative risk and enhance performance relative to benchmarks and peers. To the extent that such services are to be provided with respect to any Account which is a registered investment company, Categories 3, 4 and 5 above shall be treated as “investment advisory services” for purposes of Section 5(b) of the Agreement.”
Title Defect (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
Latent Defects Seller has no actual knowledge of any latent defects on, in, under or above the Land, the Lots or the Improvements (to the extent completed as of the date of this Agreement). For purposes of this representation, the actual knowledge of Seller shall mean the actual knowledge of only Xxxxxxxx X. Xxxx and no other person. 7.2
Deviations A written authorization, granted after contract award and prior to the manufacture of the item, to depart from a particular performance or design requirement of a contract, specification, or referenced document, for a specific number of units or a specified period of time. Deviations are intended only as one-time departures from an established configuration for specified items or lots and are not intended to be repeatedly used in place of formal engineering changes. BATC shall devise a system to control, monitor, and notify DigitalGlobe of these changes. The control system shall include provision for:
Defects To Borrower’s knowledge, there are no defects, facts or conditions affecting the Project which would make it unsuitable for its present use and operation as a medical/commercial office buildings.
Review Process Limitations The Asset Representations Reviewer will have no obligation:
Quality Specifications SANMINA-SCI shall comply with the quality specifications set forth in its Quality Manual, incorporated by reference herein, a copy of which is available from SANMINA-SCI upon request.
