Defect Date definition

Defect Date means 5:00 p.m., Central Standard Time on the fifth (5th) calendar day prior to the Closing Date.
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Defect Date. Buyer's notice of Defects (herein called a "DEFECT NOTICE") must include (i) a brief description of the matter constituting the Defect so asserted, (ii) the title opinion, other reports of experts, or other documentation on which Buyer's assertion of a Defect is based, (iii) such supporting documents reasonably necessary for Seller (or a title attorney retained by Seller, if applicable,) to verify the existence of any such Defect, and (iv) Buyer's estimate of the diminution in the sum to be paid at Closing resulting from such alleged Defect. Such Defects of which Buyer so provides a Defect Notice prior to the Defect Date are herein called "ASSERTED DEFECTS". All matters which might constitute a Defect other than Asserted Defects will be deemed waived for all purposes under this Agreement. In the event that Buyer notifies Seller of Asserted Defects, Seller (i) shall have the right (but not the obligation) to attempt to cure, prior to Closing, such Asserted Defects; (ii) shall have the right (which may be exercised at any time before the Closing Date) to require that the Closing take place, deposit the Purchase Price paid by Buyer and attributable to the Assets having the Asserted Defects in an escrow account and attempt to cure one or more Asserted Defects after the Closing; (iii) shall have the right to elect not to cure the Asserted Defect and adjust the Purchase Price as set forth in Section 7 below; and (iv) shall have the right in lieu of curing or attempting to cure an Asserted Defect, to elect, at any time prior to Closing, to indemnify and hold Buyer harmless from and against any actual damages or loss (but specifically excluding consequential, special, punitive, or similar damages) Buyer may suffer as a result of a third party claim based on such Asserted Defect. Each such Asserted Defect shall be treated under this Agreement as cured. Should the title opinion or other materials reviewed by Buyer indicate that Seller has a higher "NET REVENUE INTEREST" (as hereinafter defined) than that specified on Exhibit B, then Buyer shall inform Seller of the same as soon as possible, but in any event not later than five (5) days prior to the Closing.
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Defect Date is defined in Section 10.1(a). ---------------
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Examples of Defect Date in a sentence

  • If ASSIGNEE notifies ASSIGNOR of any Adverse Environmental Condition following the Closing and prior to the Environmental Defect Date as provided in Section 5.3.3, and ASSIGNOR fails to cure the Adverse Environmental Condition no later than ten (10) business days following the Environmental Deadline Date, ASSIGNEE and ASSIGNOR will have the following rights and remedies with respect to the uncured Adverse Environmental Condition(s) in the Property, unless the parties otherwise agree in writing.

  • Buyer shall give Seller written “Notice of Title Defects” as soon as possible but no later than 5:00 p.m., Central Time, on the Defect Date, provided that Buyer shall notify Seller of possible Title Defects as soon as reasonably practicable after Buyer becomes aware of the same.


More Definitions of Defect Date

Defect Date has the meaning given it in Section 5.1(a).
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Related to Defect Date

  • Title Defect Amount means, with respect to a Title Defect Property, the amount by which such Title Defect Property is impaired as a result of the existence of one or more Title Defects, which amount shall be determined as follows:

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Defect Notice shall have the meaning specified in Section 3.2 of this Agreement.

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).

  • Environmental Defect Notice shall have the meaning set forth in Section 12.1(a).

  • Environmental Defect Value means, with respect to any Environmental Defect, the value, as of the Closing Date, of the estimated costs and expenses to correct such Environmental Defect in the most cost-effective manner reasonably available, consistent with Environmental Laws, taking into account that non-permanent remedies (such as mechanisms to contain or stabilize hazardous materials, including monitoring site conditions, natural attenuation, risk-based corrective action, institutional controls or other appropriate restrictions on the use of property, caps, dikes, encapsulation, leachate collection systems, etc.) may be the most cost-effective manner reasonably available.

  • Environmental Defect means, with respect to any given Asset, a material violation of Environmental Laws in effect as of the Effective Time in the jurisdiction in which such Asset is located.

  • Title Defect means with respect to a Lease any lien, encumbrance, adverse claim, default, expiration, failure, defect in or objection to real property title, other than Permitted Encumbrances, that alone or in combination with other defects renders Sellers’ title to the Lease less than Defensible Title.

  • Title Defect Property has the meaning set forth in Section 6.2(a).

  • Title Benefit Amount has the meaning set forth in Section 6.2(d).

  • Major Defect means a condition that exists on a ground ambulance vehicle that requires the Department or the certificate holder to place the ground ambulance vehicle out-of-service.

  • Immaterial Title Deficiencies means minor defects or deficiencies in title which do not diminish more than 2% of the aggregate value of the Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base.

  • Title Benefit means Seller’s interest in any Subject Interest that is greater than or in addition to that set forth in Exhibit B (including, without limitation, a Net Revenue Interest that is greater than that set forth in Exhibit B) or Seller’s Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit B (without a corresponding decrease in the Net Revenue Interest). Any matters that may otherwise constitute Title Benefits, but of which Buyer has not been specifically notified by Seller in accordance with the foregoing, shall be deemed to have been waived by Seller for all purposes.

  • Defects Notification Period means the period for notifying defects in the Works or a Section (as the case may be) under Sub-Clause 11.1 [Completion of Outstanding Work and Remedying Defects], which extends over 365 days except if otherwise stated in the SCC (with any extension under Sub-Clause 11.3 [Extension of Defects Notification Period]), calculated from the date on which the Works or Section is completed as certified under Sub-Clause 10.1[Taking Over of the Works and Sections].

  • Defect Liability Period in relation to a work means the specified period from the date of COMPLETION CERTIFICATE upto the date of issue of FINAL CERTIFICATE during which the CONTRACTOR stands responsible for rectifying all defects that may appear in the works executed by the CONTRACTOR in pursuance of the CONTRACT and includes warranties against Manufacturing/Fabrication/ Erection/Construction defects covering all materials plants, equipment, components, and the like supplied by the CONTRACTOR, works executed against workmanship defects.

  • Title Review Period shall have the meaning set forth in Section 4.3.

  • Material Defect As defined in Section 2.02(c) hereof.

  • Mental deficiency means mental deficiency as defined by appropriate clinical authorities to such extent that a person so afflicted is incapable of managing himself and his affairs, but shall not include mental illness as defined herein.

  • Construction defect means a deficiency in or a deficiency arising out of the design, specifications, surveying, planning, supervision, or observation of construction or construction of residential improvements that results from any of the following:

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • Casualty Loss has the meaning set forth in Section 5.06.

  • Claim Deadline means the last date by which a Claim submitted to the Settlement Administrator by a Settlement Class Member must be postmarked or submitted electronically, which will be ninety (90) Days after the Notice Deadline. All Claims postmarked or submitted electronically at the Settlement Website on or before the Claim Deadline shall be timely, and all Claims postmarked or submitted electronically at the Settlement Website after the Claim Deadline shall be untimely and barred from entitlement to any Settlement Relief.

  • Defects Liability Period (Warranty Period) means the period stated in the Schedule A Special Stipulations, following the taking over, during which the Contractor is responsible for making good defects and damage in accordance with Clause 15.

  • Objection Date means the date by which Settlement Class Members must mail their objection to the settlement for that objection to be effective. The postmark date shall constitute evidence of the date of mailing for these purposes.

  • Environmental Conditions means the presence in the environment, including the soil, groundwater, surface water or ambient air, of any Hazardous Material at a level which exceeds any applicable standard or threshold under any Environmental Law or otherwise requires investigation or remediation (including, without limitation, investigation, study, health or risk assessment, monitoring, removal, treatment or transport) under any applicable Environmental Laws.

  • Latent Defects means such defects caused by faulty designs, material or work-man- ship which cannot be detected during inspection, testing etc, based on the technology available for carrying out such tests.