Title Claims. The parties hereto acknowledge and agree that, from and after the Closing and the issuance of the Title Policies herein described, to the extent that the substance of the Real Estate Title Representations are also covered by one or more of the Title Policies, PEGC I OP agrees that it will not unreasonably curtail the senior management team of PEGC I OP from pursuing any claim with respect to a breach or violation of such Real Estate Title Representations first against the Title Company. To the extent any claim against the Title Company fails to reasonably compensate PEGC I OP for any loss, cost or damage as a result of the matter giving rise to the breach or violation of such Real Estate Title Representation (including a denial of any claim made on a Title Policy (in whole or in part)), then PEGC I OP shall have the right to pursue any deficiency in accordance with the terms and provisions hereof as a result of the breach or violation of such representation or warranty. In no event shall any recovery under the Title Policies reduce or otherwise affect either the Cap or Deductible described herein. Furthermore, in the event that PEGC 1 OP makes a claim against a Title Policy (a “Subject Title Claim”) with respect to any matter that is covered by a Real Estate Title Representation, and such Subject Title Claim is made prior to the expiration of the applicable survival period for such representation and warranty as provided for herein (“RE Title Survival Period”), then PEGC 1 OP shall have the right to deliver written notice of such Subject Title Claim to the Contributors’ Representative (a “Subject Title Claim Notice”). In the event that PEGC 1 OP delivers a Subject Title Claim Notice to Contributors’ Representative, and the Subject Title Claim described therein is thereafter denied (in whole or in part) by the Title Company which issued the Title Policy under which such Subject Title Claim was made, then the RE Title Survival Period of the Real Estate Title Representation which is covered by such Subject Title Claim shall be deemed to have automatically been extended with respect to such Subject Title Claim by a number of days equal to the number of days falling within the period that commences on the date on which the Subject Title Claim Notice was delivered to the Contributors’ Representative and ends on the date on which written notice of the Title Company’s denial (in whole or in part) of the Subject Title Claim was delivered to PEGC 1 OP. For clarity, ...
Title Claims. (a) None of the limitations set out in Clauses 9.1, 9.2, 9.3, 9.5, 9.6 (other than Clause 9.6(d)), and 9.7 (other than Clause 9.7(a)(ii)) shall apply to any breach of a Title Warranty.
(b) For the avoidance of doubt, the limitations set out in Clauses 9.6(d) and 9.7(a)(ii) shall apply to any breach of a Title Warranty.
Title Claims. 27 8.14 Assignment.................................................. 27 8.14.A By Buyer............................................. 27 8.14.B By Seller............................................ 27 8.15 Confidentiality............................................. 27 8.16 No Obligations to Third Parties............................. 28 AGREEMENT OF PURCHASE AND SALE 301 INDUSTRIAL WAY, SAN CARLOS THIS AGREEMENT OF PURCHASE AND XXXX ("XXXXXXXXX") xx xxxx xx and between COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a Delaware corporation ("SELLER"), and PALO ALTO MEDICAL FOUNDATION, a California nonprofit public benefit corporation ("BUYER"), of which Sutter Health, a California nonprofit public benefit corporation ("SUXXXX XEALTH"), is the sole member, who agree as follows:
Title Claims. If any Third Party with which an employee, consultant or contractor of Neurologix is or was affiliated alleges that it has ownership rights in any Product-Related Intellectual Property assigned to Medtronic pursuant to this Agreement: (i) Neurologix, in its discretion, shall have the first right to respond to, settle or otherwise resolve such allegation for a period of one hundred twenty (120) days after receiving notice of such allegation and (ii) if Neurologix is unable to settle or otherwise resolve such allegation within such one hundred twenty (120) day period, Medtronic shall be entitled, in its discretion, to respond to, settle, or defend against such allegation. Neurologix agrees to cooperate with Medtronic. Furthermore, Medtronic shall have the right, without limiting any of its other rights or remedies, to set off against any amounts which are then owed or thereafter become owed by Medtronic to Neurologix any damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith) and any amounts or expenses required to be paid by Medtronic resulting from such allegation.
Title Claims. Notwithstanding anything herein or in the Grant Deed, Buyer and Seller agree that any claim Buyer may have after Close of Escrow relating to title to the Purchase Property shall first be pursued by Buyer against the Title Company under the Buyer's Title Policy prior to recovering from Seller.
Title Claims. The Total Subject Assets, the Amicon Companies Assets and the Intellectual Property include all of the assets (whether owned or leased or otherwise made available to the Subject Business by agreement) used to conduct the manufacturing operations of the Subject Business as conducted on the date hereof, other than services provided by the Grace Group of an administrative, support, oversight, or professional nature.
Title Claims. To Seller’s knowledge, no claims have been made or threatened against Seller or EMI in connection with the title to, ownership of, or use of the Real Property, the EMI Land, or the East Maui water collection and transmission systems operated by Seller or EMI, except as disclosed on Schedule 10.1(i).
Title Claims. In connection with the acquisition of the Properties, the Owner Parties and/or Builder Parties may have obtained or may in the future obtain title insurance policies (each a “Title Policy” and, collectively, the “Title Policies”). Notwithstanding anything to the contrary in this Agreement and/or the Builder’s Agreements, to the fullest extent permitted by law, the Owner Parties do and shall indemnify, defend (through counsel reasonably acceptable to Builder) and hold harmless, the Builder Parties and their respective members, managers, the partners of its members and managers and their respective owners, officers, directors, employees, and affiliates, for, from and against all Claims arising out of or in connection with any and all matters affecting title to the Property including, without limitation the following (collectively, the “Title Defects”): (a) reservations in patents, water rights, claims or title to water and all easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities; (b) any applicable matters shown on the Final Plat(s) and/or the Approved Plat; (c) any lien or encumbrance in any way affecting a Property; (d) any additional matters existing for any reason that would be disclosed by an inspection or accurate ALTA/NSPS survey of the applicable Property; (e) any title matter or condition existing at the time the applicable Title Policy was issued; and/or (f) any other matter, claim or loss covered under any of the Title Policies. Upon request, the Owner Parties shall cooperate with Builder Parties in submitting and pursuing claims and recovery under the Title Policies with respect to any such Title Defects. The Owner Parties’ liability under this Section 13.4 shall not exceed and is expressly limited to the Claims covered under the Title Policies and the Builder Parties shall not be entitled to recover from the Owner Parties amounts in excess of the ultimate recovery under such Title Policies.
