Remedies for Alleged Title Defects. Subject to Seller's right to dispute the existence of an Alleged Title Defect asserted by Buyer, in the event that any Alleged Title Defect timely asserted by Buyer is not waived in writing by Buyer or cured on or before the last day of the Cure Period, Seller shall, subject to Section 11.3 (E), have the option to elect one of the following remedies: (1) Subject to the Individual Title Deductible and the Aggregate Deductible, a reduction in the Purchase Price by the value of the Alleged Title Defect. (2) Indemnification of Buyer by Seller against all liability resulting from such Alleged Title Defect pursuant to an indemnity agreement reasonably agreeable to the Parties, in which case the Purchase Price shall not be reduced.
Appears in 2 contracts
Samples: Asset Sale and Purchase Agreement, Asset Sale and Purchase Agreement
Remedies for Alleged Title Defects. Subject to Seller's right to dispute the existence of an Alleged Title Defect asserted by Buyer, in the event that any Alleged Title Defect timely asserted by Buyer is not waived in writing by Buyer or cured on or before the last day of the Cure Period, Seller shall, subject to Section 11.3 (E11.3(E), have the option to elect one of the following remedies:
(1) Subject to the Individual Title Deductible and the Aggregate Deductible, a reduction in the Purchase Price by the value of the Alleged Title Defect.
(2) Indemnification of Buyer by Seller against all liability resulting from such Alleged Title Defect pursuant to an indemnity agreement reasonably agreeable to the Parties, in which case the Purchase Price shall not be reduced.
Appears in 2 contracts
Samples: Asset Sale and Purchase Agreement (Tesoro Logistics Lp), Asset Sale and Purchase Agreement (Tesoro Logistics Lp)