Defect in Title Sample Clauses

Defect in Title. 24.1Any claim for coverage of direct loss incurred by the Merchant itself, as a result of compensation awarded for a breach of a third party's intellectual property rights solely as a result of the Merchant's use of Strex’ Payment Service and due to no fault of the Merchant itself, will be compensated by Strex to the extent the breach applies to intellectual property rights in Norway and the Merchant notifies Strex immediately, providing full information about the claim in question. In such cases, Strex will have a full right to, at own expense, defend the claim in the event of a legal dispute, including entering into a settlement agreement, if applicable in collaboration with a third party.
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Defect in Title. Subject to the limitation of liability set out in clause 21, Strex shall indemnify the Merchant for any direct loss incurred by the Merchant as a result of a breach of a third party’s intellectual property rights caused solely by the Merchant’s use of Strex’ Messaging Service and due to no fault of the Merchant itself. The obligation to indemnify the Merchant is contingent upon the Merchant notifying Strex about the claim in writing without undue delay, giving full information about the claim in question. The Merchant is responsible for the defense of the claim, unless Strex requests that it shall handle the defense of the claim itself at its own cost with prior consent of the Merchant, which shall not be unreasonably withheld or delayed. Each of the parties shall provide reasonable assistance to the other party in connection with the defense of the claim. None of the parties shall settle the claim or enter into settlement negotiations without the other party’s prior written consent, which shall not be unreasonably withheld or delayed.
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Defect in Title. 10.5.2.1 Third party rights The Supplier shall deliver the Contract Object free of any third party claims that are not described in the Contract and shall indemnify the Buyer from any form of third party claims relating to the Contract Object.
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Defect in Title. 14.1 Defect in title of the Supplier There is defect in title to the Supplier’s proprietary rights if third party rights regarding the SaaS-services are infringed due to circumstances for which the Supplier is responsible. To the extent anyone files a claim stating that the delivery under this Agreement is infringing their copyright, title or other intellectual property rights in Norway, the Supplier shall ensure that necessary rights are maintained or procured, or shall undertake that similar software/functionality is procured without extra cost to or operational disruption for the Customer. If none of these options in the Supplier's reasonable opinion are suitable, the Supplier may claim that the relevant service shall cease, simultaneously as the current fees shall be proportionately reduced. If a claim is made by any third party against the Customer based on infringement of such third party’s rights related to circumstances on the part of the Supplier, the Supplier shall at its own cost defend against such action on behalf of the Customer. As from the moment the Supplier takes over the case from the Customer, the Customer shall assist the Supplier, subject to its costs being covered by the Supplier, but shall not be a separate party to such proceedings. No claims based on defects in copyright, title or other intellectual property rights may be made against the Supplier other than as expressly provided above.
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Defect in Title. Right to Cure. If the representations and warranties to any part of the claims listed on Exhibit "A-1" or the Underlying Agreements are defective or less than as represented in Section 2.2, Cyprus shall have the right, but not the obligation to undertake to cure such defects or to defend or to initiate litigation to defend such defects. Cyprus shall have the right to collect from ICMC or to credit against any and all payments and/or Exploration Expenditures payable under this Agreement 100% of any and all costs incurred by Cyprus in connection with any action to cure or defend the Property.
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Defect in Title. The Purchaser, on behalf of itself and its assigns, does not have or ceases to have a valid and perfected ownership interest in the Purchased Assets free of all Adverse Claims, in each case, for any reason other than the failure of the Purchaser to take any action within its control; or
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Defect in Title. The BUYER shall have five (5) days after such delivery of title insurance commitment to specify objections 68 to the title in writing and deliver the same to the SELLER. The SELLER shall correct any such defects within sixty (60) days 69 from the date of delivery of such objections, and the closing shall be extended for such period. Any defects appearing in the title 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 commitment and not so to objected (except liens of record which can be removed as of course by the payment of money), shall be deemed waived but only insofar as correction under the title commitment is concerned. If any of said defects so noted are not corrected within the sixty (60) day period aforementioned, then this Contract shall be null and void (at the option of the BUYER, by written notice to the SELLER within five (5) days after the expiration of the sixty (60) day period) and the xxxxxxx money deposit shall be returned to the BUYER. SAMPLE
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Defect in Title 
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Related to Defect in Title

  • Title Defect (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

  • Title Defects If: (i) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:

  • Title to Tangible Personal Property Seller has good and valid title to, or a valid leasehold interest in, all Tangible Personal Property included in the Purchased Assets, free and clear of Encumbrances except for Permitted Encumbrances.

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Environmental Defects For purposes of this Agreement, the term “Environmental Defect” means, with respect to any given Asset, an individual environmental condition identified with specificity in Buyer’s Environmental Review that constitutes a material violation of Environmental Laws in effect as of the date of this Agreement in the jurisdiction in which the affected Asset is located, excluding, however any environmental conditions deemed not to be Environmental Defects by application of Section 5.04(c).

  • Title The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

  • Title to Property; Liens The Borrower has good and marketable title to all property purported to be owned by it subject to no Liens other than Permitted Liens.

  • Title; Risk of Loss Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables.

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than

  • Title to Personal Property Each of the Company and its subsidiaries has good and marketable title to, or have valid and marketable rights to lease or otherwise use, all items of personal property owned or leased (as applicable) by them, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

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