Common use of Remedies for Title Defects Clause in Contracts

Remedies for Title Defects. Upon timely delivery of a Title Defect Notice, Purchaser and Seller shall meet and use commercially reasonable efforts to agree on the validity thereof and, if valid, the Title Defect Value thereof. If, prior to Closing, Purchaser and Seller have not agreed on the validity of one or more Title Defects asserted in accordance with this Article V or on the Title Defect Value(s) thereof or, if applicable, Seller cannot cure such Title Defect(s) to the reasonable satisfaction of Purchaser prior to Closing, with respect to each such Title Defect, either (a) Seller may elect to exclude the Assets affected by one or more of such Title Defects from the transactions contemplated hereby, in which event the Purchase Price shall be reduced by the Allocated Values thereof, (b) Seller may elect to attempt to cure one or more of such Title Defect(s) in accordance with Section 5.5, or (c) the dispute(s) with respect to Title Defects affecting Assets that Seller does not so elect to exclude or attempt to cure (“Title Disputes”) shall be submitted to arbitration pursuant to the provisions of Section 5.9 and, at the election of Seller, the Closing may be delayed until such arbitration is concluded. Anything in this Agreement to the contrary notwithstanding, Seller may, upon notice to Purchaser, delay the Closing Date for a period of up to thirty (30) days in the event that Seller believes in good faith that it can cure any Title Defect asserted by Purchaser.

Remedies for Title Defects. Upon timely delivery of a Title Defect Notice, Purchaser and Seller shall meet and use commercially reasonable efforts to agree on the validity thereof and, if valid, the Title Defect Value thereof. If, prior to Closing, Purchaser and Seller have not agreed on the validity of one or more Title Defects asserted in accordance with this Article V or on the Title Defect Value(s) thereof or, if applicable, Seller cannot cure such Title Defect(s) to the reasonable satisfaction of Purchaser prior to Closing, with respect to each such Title Defect, either (a) Seller may elect to exclude the Assets Subject Interests affected by one or more of such Title Defects from the transactions contemplated hereby, in which event the Purchase Price shall be reduced by the Allocated Values thereof, (b) Seller may elect to attempt to cure one or more of such Title Defect(s) in accordance with Section 5.5, or (c) the dispute(s) with respect to Title Defects affecting Assets Subject Interests that Seller does not so elect to exclude or attempt to cure (“Title Disputes”) shall be submitted to arbitration pursuant to the provisions of Section 5.9 and, at the election of Seller, the Closing may be delayed until such arbitration is concluded. Anything in this Agreement to the contrary notwithstanding, Seller may, upon notice to Purchaser, delay the Closing Date for a period of up to thirty (30) days in the event that Seller believes in good faith that it can cure any Title Defect asserted by Purchaser.

Remedies for Title Defects. Upon timely delivery of a (1) In the event that (i) any Title Defect Notice, Purchaser asserted by Buyer in accordance with Section 3.3(a) is not waived by Buyer and (ii) Seller shall meet and use commercially reasonable efforts has not provided notice to agree on Buyer at least two (2) days prior to the validity thereof and, if valid, Closing Date of Seller’s intent to attempt to cure the Title Defect Value thereof. If, prior to Closing, Purchaser and or Seller have not agreed on the validity of one or more Title Defects asserted in accordance with this Article V or on has provided such notice but the Title Defect Value(sis not cured before the expiration of the Cure Period, then Seller shall, at its sole election: (A) thereof or, if applicable, Seller cannot cure such reduce the Base Purchase Price by the Title Defect(sDefect Amount; (B) cause the Company Group to convey the Title Defect Property (or affected portion thereof) to the reasonable satisfaction of Purchaser prior to Closing, with respect to each such Title Defect, either (a) Seller may elect to exclude the Assets affected by one or more of such Title Defects from the transactions contemplated herebya Seller-designated Affiliate, in which event the Purchase Price Share Consideration shall be reduced by an amount equal to the Allocated Values thereof, (b) Seller may elect to attempt to cure one or more Value of such Title Defect(sDefect Property (proportionately reduced to the extent the Title Defect Property is only partially affected); or (C) in accordance with Section 5.5if applicable, or terminate this Agreement pursuant to Article X. (c2) In the dispute(s) event Seller elects to cause Company Group to convey a Title Defect Property to a Seller-designated Affiliate and revenue has regularly been paid to Company Group with respect to Title Defects affecting Assets that Seller does not so elect to exclude or attempt to cure (“Title Disputes”) shall be submitted to arbitration pursuant to the provisions of Section 5.9 and, at the election of Seller, the Closing may be delayed until such arbitration is concluded. Anything in this Agreement to the contrary notwithstanding, Seller may, upon notice to Purchaser, delay the Closing Date thereto without written complaint for a period in excess of up three (3) years, then Buyer agrees, except as required by Law: (A) not to thirty take any action to interfere with such revenue stream to the Seller-designated Affiliate and its successors and assigns (30including by causing such interest to be put in suspense); and (B) days in to the event extent that Seller believes in good faith that it can cure any Buyer becomes payor of such revenue, to pay the Seller-designated Affiliate such revenue upon receipt of a reasonable indemnity agreement from Seller. (3) If a Title Defect asserted by Purchaseraffects only a portion of a Title Defect Property, Seller shall have the right to exercise the options set forth in this Section 3.3(d) as to the entire Title Defect Property or only the affected portion of such Title Defect Property.