Title Defect Adjustment Clause Samples
The Title Defect Adjustment clause outlines the process for addressing and rectifying issues related to defects in the legal title of a property or asset. Typically, this clause specifies how parties should notify each other of discovered title defects, the timeframe for making such notifications, and the methods for resolving or compensating for these defects, such as through price adjustments or corrective actions. Its core practical function is to ensure that both parties are protected from unforeseen title issues and to provide a clear mechanism for resolving disputes or discrepancies, thereby reducing the risk of future legal complications.
Title Defect Adjustment. (a) In the event any Title Defect, for which notice has been timely given as provided hereinabove, remains uncured as of Closing, Seller shall have the opportunity to cure, until sixty (60) days after Closing (“Cure Period”), such Title Defect. In the alternative, Seller may elect to (i) cure such Title Defect by indemnifying Buyer against any damages, claims or expenses that may arise out of such Title Defect, subject to the provisions of Section 8.3(c) below, with no reduction in the Purchase Price; or (ii) reduce the Purchase Price by an amount equal to the Title Defect Value as determined pursuant to Section 8.4, and subject to application of the twenty five thousand dollars ($25,000.00) deductible and the Aggregate Defect Basket described in Section 7.4. Should Seller elect either alternative “(i)” (indemnity) or “(ii)” (price reduction) in this Section 8.3(a), those Assets affected by the Title Defect shall be transferred to Buyer at Closing.
(b) If Seller elects to attempt to cure a Title Defect after Closing, Closing with respect to the portion of the Assets affected by such Title Defect will be deferred (the “Closing Deferred Property”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at such initial Closing shall be reduced by the Allocated Value of all Closing Deferred Properties. If Seller cures any Title Defect within the Cure Period, then the Closing with respect to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end of the Cure Period. If Seller fails or refuses to cure any Title Defect prior to the expiration of the Cure Period, Seller shall notify Buyer in writing of such failure or refusal promptly upon the expiration of the Cure Period. In this event, Buyer shall have the right to elect by written notice to Seller, which notice shall be delivered within seven (7) days after receipt by Buyer of Notice from Seller of such failure or refusal to cure any such Title Defect, to waive all of the Title Defects applicable to any Closing Deferred Property (which waived Title Defects shall be deemed Permitted Encumbrances) and proceed to Closing on such Closing Deferred Property. If Buyer does not elect to waive an existing Title Defect, Seller shall retain the Closing Deferred Property and the Parties shall have no further obligation with respect thereto. In the event t...
Title Defect Adjustment. In the event that Buyer provides Seller with a Title Defect Notice relating to a Title Defect not previously cured by Seller prior to Closing as set forth above, and subject to Article 9, Seller and Buyer shall reduce the Purchase Price by the aggregate amount of the Title Defect Values for such Title Defects and proceed to Closing with respect to the affected Assets.
Title Defect Adjustment. During the time between Seller's receipt of any notices of Title Defects or Adverse Contractual Obligations and the Closing ("CURE PERIOD"), Seller shall have the opportunity to cure any Title Defect or Adverse Contractual Obligation. If Seller fails or refuses to cure any Title Defect or Adverse Contractual Obligation prior to the expiration of the Cure Period, subject to Buyer's right to terminate this Agreement in accordance with SECTION 8.2, at Closing, Buyer shall elect to either: (i) accept the affected Title Defect Property and waive all of the Title Defects and/or Adverse Contractual Obligations applicable thereto (which Title Defects and Adverse Contractual Obligations shall be deemed Permitted Encumbrances); or (ii) based on the mutual assessment of the Parties in accordance with SECTION 8.4, have the Asset to which the title defect pertains deleted from the sale contemplated by this Agreement and become Excluded Assets and to have the base Purchase Price reduced by the value of such Assets and accept all other Assets and waive all Title Defects and Adverse Contractual Obligations affecting such other Assets.
Title Defect Adjustment. During the time between Seller's receipt of any notices of Title Defects or Adverse Contractual Obligations and the Closing ("CURE PERIOD"), Seller shall have the opportunity to cure any Title Defect or Adverse Contractual Obligation. If Seller fails or refuses to cure any Title Defect or Adverse Contractual Obligation prior to the expiration of the Cure Period, subject to Buyer's right to terminate this Agreement in accordance with SECTION 8.2, at Closing, Buyer shall elect to either: (i) accept the affected Title Defect Property and waive all of the Title Defects and/or Adverse Contractual Obligations applicable thereto (which Title Defects and Adverse Contractual Obligations shall be deemed Permitted Encumbrances); or (ii) based on the mutual assessment of the Parties in accordance with SECTION 8.4, have the Asset to which the title defect pertains deleted from the sale contemplated by this Agreement and become Excluded Assets and to have the base Purchase Price reduced by the value of such Assets and accept all other Assets and waive all Title Defects and Adverse Contractual Obligations affecting such other Assets.