Title Defect Notices definition
Examples of Title Defect Notices in a sentence
For all Title Defects asserted in Title Defect Notices, Seller shall have the option of (a) curing the Title Defect, (b) contesting the Title Defect or Buyer’s good faith estimate of the Defect Value, (c) adjusting the Purchase Price downward by Buyer’s good faith estimate of the Defect Value, subject to the limitations set forth below, or (d) excluding the affected Asset and reducing the Purchase Price by the Allocated Value thereof.
If Buyer becomes aware of any Title Defect prior to the Objection Date, Buyer may, but are not required to, provide a Title Defect Notice with respect to such Title Defect prior to the Objection Date, and Buyer may provide one or more Title Defect Notices on or prior to the Objection Date.
Buyer will provide Sellers with Title Defect Notices, if any, as soon as practicable upon discovery and will use Reasonable Best Efforts to provide Sellers with weekly updates of any alleged Title Defects.
The Parties hereby acknowledge, notwithstanding anything contained in the Exchange Agreement to the contrary, that the delivery by electronic mail of the Title Defect Notices and Title Benefit Notices on November 19, 2012 to the other Parties constituted proper notice of the alleged Title Defects (the “Alleged Defects”) and alleged Title Benefits (the “Alleged Benefits”) set forth therein for purposes of Sections 4.4 and 4.7 of the Exchange Agreement, respectively.
If Buyer timely gives Seller --------------------------------------- Title Defect Notice(s) of one or more Title Defects, Seller shall have the right to then or thereafter dispute the existence of such Title Defect and/or the alleged Title Defect Amount asserted with respect thereto in accordance with the provisions of Section 6.5 of this Agreement.
Within ten (10) Business Days after the selection of the Title Expert, the Parties shall provide to the Title Expert the applicable Title Defect Notices and all documentation provided therewith or referred to therein, and each Party shall provide such other evidence as it deems appropriate for the Title Expert to determine the existence and effect of the applicable Title Defect and the associated Title Defect Amount.
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Failure by Buyer to identify all Assets (or to identify all portions of an Asset) which are subject to a particular Title Defect in a Title Defect Notice shall not prevent Buyer from asserting such Title Defect in separate or subsequent Title Defect Notices, subject to otherwise timely asserting such Title Defect prior to the expiration of the Title Examination Period.
Failure by Purchaser to identify all Properties (or to identify all portions of a Property) which are subject to a particular Title Defect in a Title Defect Notice shall not prevent Purchaser from asserting such Title Defect in separate or subsequent Title Defect Notices, subject to otherwise timely asserting such Title Defect prior to the expiration of the Title Examination Period or any other applicable time period set forth in Section 9.1(b).
Buyer will provide Sellers with Title Defect Notices, if any, as soon as reasonably practicable upon discovery, and will use Reasonable Best Efforts to provide Sellers with weekly updates of any alleged Title Defects.