Defective Property Clause Samples

Defective Property. (a) If, prior to the Closing, (i) the Property suffers a casualty or condemnation which causes the Property to become a Defective Property, (ii) the Property is not, prior to the Closing, restored to a condition substantially the same as the condition thereof immediately prior to such casualty or condemnation, and (iii) Purchaser provides written notice of same to Seller no later than the Closing Date, time being of the essence, then subject to paragraph (b) of this Section 3.2 and the remainder of this Section ----------- ------- 3, Purchaser may elect at its option to terminate this Agreement. Promptly upon - learning of the same, Seller covenants and agrees to provide Purchaser with prompt written notice of any casualty or condemnation affecting the Property. (b) If Purchaser timely gives notice to Seller of any Defective Property, and Purchaser and Seller shall, acting reasonably and in good faith, be unable or unwilling to agree (x) that Seller shall, at its sole cost, attempt to remedy the applicable defect prior to the Closing (in which event Seller shall have the right to adjourn the Closing Date pursuant to the provisions of Section 3.7 for up to ninety (90) days for such purpose), (y) that ----------- Purchaser shall, notwithstanding such defect, acquire the Defective Property subject to a reduction in the Purchase Price, as reasonably determined by Seller and Purchaser, sufficient to compensate Purchaser for such defect, or (z) on the substitution of another property owned by Seller for such Defective Property, this Agreement shall, at Purchaser's option, terminate.