DEFECT IN TITLE Sample Clauses
A Defect in Title clause addresses situations where the seller does not have clear or valid ownership of the property or asset being transferred. This clause typically outlines the buyer's rights and remedies if a defect in the seller's title is discovered, such as requiring the seller to correct the defect or allowing the buyer to terminate the agreement and recover any payments made. Its core function is to protect the buyer from legal or financial risks associated with unclear or disputed ownership, ensuring that the buyer receives good and marketable title.
POPULAR SAMPLE Copied 1 times
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.
14.2 Defect in title of the Customer There is defect in title to the Customer’s proprietary rights, if third party rights regarding the SaaS-services are infringed due to circumstances for which the Customer is responsible. To the extent a third party claims that the use of Software which the Customer has transferred to the Supplier, is infringing any third parties’ rights, the Customer 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 being caused to the Supplier. If a claim is made by any third party against the Supplier based on infringement of such third party’s rights, for which the Customer has the risk, the Customer shall at its own cost defend against such action on behalf of the Supplier. As from the moment the Customer takes over the case from the Supplier, the Supplier shall assist the Customer, subject to its costs being covered by the Customer, but shall not be a separate party to such proceedings, unless the...
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.
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.
DEFECT IN TITLE. 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.
DEFECT IN TITLE. The BUYER shall have five (5) days after such delivery of title insurance commitment to specify objections to the title in writing and deliver the same to the SELLER or transaction broker. The SELLER shall correct any such defects within sixty (60) days from the date of delivery of such objections. Any defects appearing in the title 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) and the ▇▇▇▇▇▇▇ money deposit shall be returned to the BUYER.
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.
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
DEFECT IN TITLE