Defects of Title Sample Clauses

Defects of Title. Purchaser shall have the right to object to any defect of title which appears in the Title Documents and which renders title to the Property unmerchantable or which makes the Property unsuitable for Purchaser's Intended Use (a "defect of title"). Any objection to a defect of title must be in writing and must be received by Seller no later than the expiration of the Inspection Period (as defined in Section 4.2). Purchasers failure to provide Seller with written notice of an objection to any title matter appearing in the Title Documents within the Inspection Period shall be deemed to be a waiver by Purchaser of any objection it might otherwise have; and all such title matters shall become additional "Permitted Exceptions." Notwithstanding the foregoing, if a defect of title is not revealed in the Title Documents and is discovered by Purchaser after the close of the Inspection Period, Purchaser shall have until five (5) days after the date of its discovery of the defect of title or the date of Closing, whichever is earlier, to provide Seller with notice of its objection to the defect of title, provided, however, that Purchaser shall be deemed to have approved and accepted any matters that are shown on the Plat as described in Section 10.6. If Seller receives timely written notice from Purchaser of a defect of title, Seller shall have the right, in its sole discretion, to (a) correct or cure the defect of title, (b) obtain title insurance over the defect of title through title policy endorsement or otherwise, or (c) notify Purchaser that Seller does not intend to cure or insure over the defect of title. If Seller is unable or unwilling to cure or insure over a defect of title, Purchaser shall have the right to either (a) terminate this Agreement and its obligations hereunder, or (b) waive its objection to the defect of title. If Purchaser elects to terminate this Agreement, the Title Company shall return the Xxxxxxx Money Deposit to Purchaser and neither party shall have any further obligation hereunder. If Purchaser elects to waive its objection to the defect of title, the title matter objected to shall thereafter be considered a "
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Defects of Title. The warranty in section 9.4 shall not apply in case such Claim arises solely as a result of Licensee's use of the Software within one or more of the Covered Countries not in accordance with the provisions of this XXXX and the applicable Documentation, and provided: (a) the alleged or actual infringement was caused by the use of a superseded version of the Software if the infringement would have been avoided by the use of a then-current release of the Software; and (b) the alleged or actual infringement was caused by the modification of the Software by any party other than OT; (c) the alleged or actual infringement was caused by the combination or use of the Software with software, hardware, firmware, data, or technology not licensed to Licensee by OT or approved by OT in writing; or (d) unlicensed activities of the Licensee.
Defects of Title. If Purchaser asserts the existence of any encumbrance, encroachment or defect in title shown on the Title Commitment that was not shown on the Preliminary Title Commitment, which is not a Permitted Exception and renders title to the Property unmarketable, and which Purchaser does not waive (any such exceptions, together with the Mandatory Removal Items, to be deemed a “Defect of Title”), Purchaser may give written notice of a Defect of Title to Seller within 5 days after the Title Commitment is delivered to Purchaser, but not later than the Closing Date (as defined in Section 6). After receiving such notice, Seller may, but will not be obligated to, remove or cure such Defect of Title. Seller may, at its option, (a) provide Purchaser with title insurance protection against any Defect of Title, in which case the Defect of Title will become a Permitted Exception but such title insurance protection will be deemed to remove or cure such Defect of Title; (b) use the proceeds from Closing to remove or cure at Closing any Defect of Title which may be removed or cured by payment of an ascertainable sum of money; or
Defects of Title. (1) Unless otherwise expressly agreed upon, Xxxxxx shall be obligated to render its Services free of third-party in- tellectual property (in the following called IP) only in the country of the place of delivery. If a third party asserts a claim against Customer based on an IP violation caused by Services rendered by Xxxxxx on the basis of this Con- tract, Xxxxxx shall be liable to Customer within the time period set forth in § 14 below as follows:
Defects of Title. 7.2.1 Should the use of the goods entail the infringement of commercial proprietary rights or copyrights in the country where the goods are manufactured, Xxxx will either procure the right to continued use by the Customer or modify the goods in a manner that is reason- able for the Customer so that the proprietary right is no longer in- fringed or defend the Customer from any infringement claim at the expense of Xxxx.
Defects of Title. If prior to Closing Purchaser asserts the existence of any encumbrance, encroachment on or defect in or objection to title to any portion of any Purchased Asset based on Purchaser's examination of the Title Commitments, the Title Documents, and the Surveys or any other information received by Purchaser (any of which is called a "Defect" in Title"), Purchaser shall give Seller written notice of such Defect in Title, and Seller shall have five (5) days after receipt of such notice to elect to either (i) terminate this Agreement by written notice to Purchaser (unless Purchaser waives such Defect in Title), or (ii) remove, or otherwise cure to Purchaser's satisfaction, the Defect in Title, and if necessary the date of Closing shall be extended for such 5-day period to allow Seller to so remove or cure the Defect in Title. Seller shall be obligated to remove any monetary lien or encumbrance with respect to the Purchased Asset. In the event Seller fails, refuses or is unable to remove or cure the Defect in Title, then Purchaser shall have the right to either: (i) waive such Defect in Title and proceed to Closing or (ii) terminate this Agreement by delivering written notice of such to Seller, except that with respect to monetary liens or encumbrances, Purchaser shall have the right to enforce Seller's obligation to remove the same.
Defects of Title a. FRENSCH GMBH guarantees that, in the country of the destina- tion, the subject matter of the contract is free of the rights obstruc- ting the purpose of the contract, in particular the industrial proper- ty protection rights of third parties, if the contractually agreed or foreseeable use of the subject matter of the contract is sufficient. If the Customer makes specific demands on the design of the pro- duct, they are solely responsible for ensuring that these require- ments do not violate the industrial property protection rights of any third parties. The same applies if the Customer or other persons in the supply chain use, change or combine with other objects the subject matter of the contract in neither a contractually agreed nor a foreseeable manner.
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Defects of Title. If prior to the Closing, Purchaser asserts the existence of any encumbrance, encroachment on or defect in or objection to title to any portion of the Purchased Assets or Seller's entire interest in the Lease (the "LEASEHOLD"), based on Purchaser's examination of any information received by Purchaser (a "DEFECT IN TITLE"), Purchaser shall give Seller written notice of such Defect in Title and Seller shall have 30 days after receipt of such notice to remove, or otherwise cure to Purchaser's satisfaction, the Defect in Title, and if necessary the date of Closing shall be extended for such 30-day period to allow Seller to so remove or cure the Defect in Title. In the event Seller fails, refuse s or is unable to remove or cure the Defect in Title, then Purchaser shall have the-right to either: (i) waive such Defect in Title and proceed to Closing without abatement of purchase price (unless otherwise agreed to between the parties); or (ii) terminate this Agreement, both of the foregoing on or before the date of Closing, by delivering written notice of such to Seller. In the event Purchaser so terminates this Agreement, Purchaser shall receive a prompt refund of the Additional Deposit and the Earnest Money Deposit, and both parties shall be released from axx xxxxher obligations under this Agreement.
Defects of Title. Optionor is not aware of any deficiency, defect, hazard or limitation in the physical condition of the Property or the title, marketability or legal nature of the Property that would adversely affect its value other than those set forth in Exhibit "B" hereto.
Defects of Title. 1. The supplier shall ensure that each order is free of the rights of third parties and, in particular by delivery and use of the goods, that no patents or any other industrial property rights of third parties in the country of the agreed upon place of destina- tion, in the European Union and – insofar as the supplier be informed - in the in- tended country of use are infringed upon.
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