Remedies for Uncured Title Defects Sample Clauses

Remedies for Uncured Title Defects. If Buyer notifies Sellers of any Title Defect as provided in Section 5.1.3, and Sellers refuse or are unable to cure the Title Defect before Closing, then Buyer and Sellers will have the following rights and remedies with respect to the uncured Title Defects, unless the Parties otherwise agree in writing. (i) Buyer may waive the uncured Title Defect and proceed with Closing. (ii) If the aggregate of all Title Defect Amounts is less than the Title Deductible, then the Parties shall be obligated to proceed with Closing as to all Interests without curative action by Sellers with respect to such Title Defects and without an adjustment of the Purchase Price. (iii) If the aggregate of the Defect Amounts equals or exceeds the Title Deductible, and the Parties agree with respect to the existence of such Title Defects and the Title Defect Amounts related thereto, the Purchase Price will be reduced by the positive difference, if any, between the aggregate of the Title Defect Amounts and the Title Deductible, and the Parties will be obligated to proceed with Closing, subject to the termination rights of the Parties under Section 5.4 hereof. (iv) If the aggregate of the Title Defect Amounts exceeds the Title Deductible and the Parties are unable to agree as to the existence of some or all of the Title Defects and/or the Title Defect Amounts related thereto (the “Disputed Matters”), the Sellers shall have the right to exclude the affected Interests from the transaction contemplated hereby. If Sellers elect to so exclude the affected Interests, the Purchase Price shall be reduced by the Allocated Values for the affected Interests. In the event the Sellers do not elect to exclude the affected Interests from the transaction contemplated hereby, the Parties shall refer the disputed Title Defects to a mutually agreed upon third party (or, if the Parties are unable to agree upon a third party, to an arbitrator to be selected by the American Arbitration Association) for resolution. The resolution of the third party (or arbitrator) of the Disputed Matters shall be binding on the Parties. In the event all of the Disputed Matters are not resolved prior to Closing, the Parties shall nevertheless proceed with Closing. At such a Closing, the Purchase Price shall be reduced by an amount equal to the aggregate of the Allocated Values for affected Interests and such Interests shall be removed from the transaction. Upon the resolution of the Disputed Matters, (i) Buyer shall pay to Sel...
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Remedies for Uncured Title Defects. If BUYER notifies SELLER of any Title Defect as provided in Section 5.6.2, and SELLER and COI refuse or are unable to cure the Title Defect before Closing, then BUYER and SELLER will have the following rights and remedies with respect to the uncured Title Defect(s) in the Property or Assets, unless the parties otherwise agree in writing. (i) BUYER may waive the uncured Title Defect and proceed with Closing. (ii) If an uncured, unwaived Title Defect reduces the value of the Property by an amount less than two percent (2%) of the Allocated Value of that Property, SELLER and BUYER will be obligated to proceed with Closing as to all the Property without adjustment to the Purchase Price. (iii) If an uncured, unwaived Title Defect reduces the value of the Property by an amount equal to or more than two percent (2%) of the Allocated Value of that Property, either SELLER or BUYER may exclude the portion of the Property affected by the Title Defect from the transaction under this Agreement, in which case SELLER and BUYER will adjust the Purchase Price by the Allocated Value of the excluded Property, and proceed with Closing as to the rest of the Property. (iv) In addition to the rights and remedies set forth in subparts (i) through (iii) of this Section 5.6.4, SELLER and BUYER will have the termination rights set forth in Section 5.8.
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Remedies for Uncured Title Defects. If W&T notifies KMG of any Title Defect as provided in Section 5.6.2, and KMG refuses or is unable to cure the Title Defect before Closing, then W&T and KMG will have the following rights and remedies with respect to the uncured Title Defect(s) in the Property, unless the parties otherwise agree in writing. (i) W&T may waive the uncured Title Defect and proceed with Closing without adjustment to the Base Merger Consideration. (ii) KMG may elect to retain the affected portion of the Property and cause KMG Sub to reconvey such portion of the Property to KMG prior to the Closing. In such case, the Title Defect Value for such portion of the Property for purposes of clause (iii) below shall be the Agreed Value. (iii) If the collective Title Defect Values of uncured, unwaived Title Defects are less than or equal to 1.5% of the Base Merger Consideration (the “TD Deductible Amount”), KMG and W&T will be obligated to proceed with Closing without curative action by KMG with respect to such Title Defects and without adjustment to the Base Merger Consideration. (iv) If the collective Title Defect Values of uncured, unwaived Title Defects exceeds the TD Deductible Amount, the Base Merger Consideration will be reduced by the amount of the collective Title Defect Values in excess of the TD Deductible Amount, in which case the parties will be obligated to proceed with Closing without curative action by KMG.
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Remedies for Uncured Title Defects. Subject to Seller’s continuing right to dispute the existence or amount of an asserted Title Defect and Seller’s right to cure, in the event that any asserted Title Defect is not waived in writing by Buyer or cured on or before Closing, then, subject to the limitations set forth in Section 4.2.4(f), above, the affected Property shall be conveyed to Buyer at Closing and the Purchase Price shall be reduced by the Title Defect Value determined pursuant to Section 4.2.4; provided, however, that in the event the Title Defect Value is equal to ninety-five percent (95%) or more of the Allocated Value of the affected Property, Seller may elect to exclude such Property from the transaction contemplated herein and the Purchase Price shall be reduced by the Allocated Value of such Property. For the avoidance of doubt, the Allocated Value of any excluded Property shall be included in determining each Party’s termination rights pursuant to Sections 7.1.3 and 7.2.3.
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Related to Remedies for Uncured Title Defects

  • Remedies for Title Defects (a) With respect to each Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

  • Remedies for Environmental Defects (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

  • Remedies for Default (a) Enterprise Services’ rights to suspend and terminate Contractor’s rights under this Master Contract are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasers replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, any price difference between the Master Contract price and the replacement or cover price as well as any administrative and/or transaction costs directly related to such replacement procurement – e.g., the cost of the competitive procurement.

  • Representations Warranties Exclusive Remedies and Disclaimers Mutual Indemnification

  • Remedies for Breach of Representations and Warranties of the Servicer It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing Date and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Owner. Upon discovery by either the Servicer or the Owner of a Breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in the case of any of the foregoing, a "Breach"), the party discovering such Breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Owner's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to the approval of the Owner, which approval shall be in the Owner's sole discretion. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer representations and warranties contained in this Agreement. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

  • REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER It is hereby acknowledged that Seller shall make for the benefit of the Trustee on behalf of the holders of the Certificates, whether directly or by way of Purchaser's assignment of its rights hereunder to the Trustee, the representations and warranties set forth on Exhibit 2 hereto (each as of the date hereof unless otherwise specified).

  • WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES 6.1 Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable care and skill in all material respects as described in the Service Specifications. If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services). 6.2 WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. 6.3 FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION. 6.4 TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

  • Remedies for Noncompliance In the event Contractor fails to fulfill its obligations under this Section 21, the Authority shall have available to it appropriate remedies at law or in equity, including the right to withhold amounts due to Contractor for any work until Contractor submits a corrective action plan which has been approved by the Authority or demonstrates to the Authority’s satisfaction that all good faith efforts to comply with the goals set forth herein have been exhausted, together with the ability to disqualify Contractor from future work that may, from time to time, be undertaken by the Authority as well as all unfinished work under this Contract.

  • Exclusive Remedies Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, rule or regulation, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto.

  • Waivers, Non-Exclusive Remedies No failure on the part of Agent or any Lender to exercise, and no delay in exercising and no course of dealing with respect to, any right under this Agreement or the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise by Agent or any Lender of any right under this Agreement or any other Loan Document preclude any other or further exercise thereof or the exercise of any other right. The rights in this Agreement and the other Loan Documents are cumulative and shall in no way limit any other remedies provided by law.

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