Common use of Remedies for Title Defects Clause in Contracts

Remedies for Title Defects. Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, and subject to the Individual Title Threshold and Aggregate Defect Deductible, in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall elect, in its sole discretion, one of the following: (1) convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price by an amount equal to the aggregate Title Defect Values (the aggregate amount of all such reductions to the Purchase Price, the “Title Defect Adjustment”), and retain the right to cure the Title Defect after Closing; (2) provided that Seller obtains the written consent of Buyer (which consent shall be given in Buyer’s sole discretion), convey the Title Defect Property to Buyer at Closing, without adjustment to the Purchase Price, and indemnify Buyer against all liability, loss, cost and expense resulting from such Title Defect pursuant to a mutually agreed indemnity agreement; or (3) retain the entirety of the Leases or Xxxxx subject to such Title Defect, together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of such property and such associated Assets.

Remedies for Title Defects. Subject to Seller’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect thereto, thereto and subject to the Individual Title Threshold and Aggregate Defect Deductiblerights of the Parties pursuant to Section 3.8, in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and 3.1 is not waived by Buyer or is not cured on or before Closingthe Cure Deadline, Seller shall electshall, in at its sole discretionoption, one of the followingelect to: (1a) convey reduce the Title Defect Property to Buyer at Closing with a reduction to the Base Purchase Price by an amount equal to the aggregate Title Defect Values (the aggregate amount of all such reductions to the Purchase Price, the “Title Defect AdjustmentAmount”)) determined pursuant to Section 3.4 as being the value of such Title Defect, and retain shall instruct the right Escrow Agent to cure the release to Buyer such Title Defect after ClosingAmount from the Escrow Fund; (2b) provided that Seller obtains upon the written consent agreement of Buyer (which consent shall be given in Buyer’s sole discretion), convey the Title Defect Property to Buyer at Closing, without adjustment to the Purchase Price, and indemnify Buyer against all liability, loss, cost and expense Claims resulting from such Title Defect pursuant to an indemnity agreement in a mutually agreed indemnity agreementform reasonably agreeable to Seller and Buyer; or (3c) retain if the Title Defect Amount exceeds fifty percent (50%) of the value of any Title Defect Property, Buyer shall reassign the entirety of the Leases or Xxxxx such Title Defect Property that is subject to such Title Defect, together with all associated Assets, Defect in which event the Base Purchase Price shall be reduced by an amount equal to the Allocated Value of all such property and such associated AssetsAssets subject to adjustment in accordance with the procedure set forth in Section 2.3.

Remedies for Title Defects. Subject to Seller’s continuing right to title dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, and subject to the Individual Title Threshold and Aggregate Defect Deductibleresolution under Section 4.3, in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall elect, in its sole discretion, one of elect the following: (1) subject to the Individual Title Deductible and the Aggregate Title Deductible, convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price by an amount equal agreed upon pursuant to the aggregate Title Defect Values (the aggregate amount of all such reductions to the Purchase Price, the “Title Defect Adjustment”), Section 4.2(g) and retain the right to cure the Title Defect after Closing. Seller shall have until the Final Settlement Date in which to attempt to cure any such Title Defects. If Seller cures any such Title Defect, then Buyer shall promptly pay Seller the Title Defect Amount with respect to the Title Defect that is so cured, expressly provided that the Buyer retains the right to waive any such Title Defect that remains subject to cure and to purchase and pay for the affected Asset at any time prior to the Final Settlement Date; (2) provided that Seller obtains with the written consent of Buyer (which consent shall be given in Buyer’s sole discretion), convey the Title Defect Property to Buyer at Closing, without adjustment to the Purchase Price, and indemnify Buyer against all liability, loss, cost and expense resulting from such Title Defect Defect, pursuant to a mutually agreed indemnity agreementthe terms and conditions of the Indemnification Agreement attached hereto as Exhibit G; or (3) with the consent of Buyer, retain the entirety of the Leases or Xxxxx subject to such Title Defect, together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of such property and such associated Assets.

Remedies for Title Defects. Subject to Seller’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect thereto, thereto and subject to the Individual Title Threshold rights of the Parties pursuant to Sections 14.1(b) and Aggregate Defect Deductible14.1(c), in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c5.2(a) actually exists and is not waived in writing by Buyer or fully cured on or before Closingthe expiration of the Cure Period, then, subject to the Individual Title Defect Threshold and the Aggregate Title and Environmental Deductible, Seller shall electshall, in at its sole discretionoption, one of the followingelect to: (1i) convey the Title Defect Property to Buyer at Closing with a reduction to reduce the Purchase Price by an amount equal to the aggregate Title Defect Values (the aggregate amount of all such reductions to the Purchase Price, the “Title Defect Adjustment”), and retain the right to cure the Title Defect after ClosingAmount determined pursuant to Sections 5.2(g), 5.2(i) and 5.2(j); (2ii) provided that Seller obtains with the written consent of Buyer (which consent shall be given in Buyer’s sole discretion), convey the Title Defect Property to Buyer at Closing, without adjustment to the Purchase Price, and indemnify Buyer against all liability, loss, cost and expense Liability resulting from such Title Defect with respect to the Assets pursuant to a an indemnity agreement in form and substance mutually agreed indemnity agreementby the Parties (the “Title Indemnity Agreement”); or (3iii) retain the entirety of the Leases or Xxxxx Title Defect Property that is subject to such Title Defect, together with all associated Assets, in which event case such Title Defect Property shall be an Excluded Asset and the Purchase Price shall be reduced by an amount equal to the Allocated Value of such property and such associated AssetsTitle Defect Property.