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.
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.
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.
At the time Broad Street accepted delivery of these materials, it signed a Receipt of Title Defect Notice acknowledging “that it received the box of materials labeled Title Defect Notices within the prescribed time allowed pursuant to Section 4.2(a) of the PSA.” (Id. at ¶ 10-11).
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.
Endeavor argues that it should be allowed to present all evidence necessary to prove BSEC’s lack of ownership, regardless ofwhether it is found in Title Defect Notices.
Endeavor’s plan to introduce only specific portions of the Title Defect Notices as evidence, while omitting the remaining portions, would result in unnecessary confusion for the jury.
Endeavor, in presenting its “non-Article IV defense” intends to rely on portions of the Title Defect Notices to support its ownership defense to BSEC’s claim.
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.
Noble has submitted to CONSOL Title Defect Notices from the time of Closing through April 1, 2013, and pursuant to Section 5.3 of the AAA, the Title Dispute Date (as defined in the AAA) was sixty (60) days from the date of each Title Defect Notice.