Common use of Defects Clause in Contracts

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take necessary action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this can take place immedi- ately after receipt of the above notification and without costs or undue delay to the Bu y- er. If such remedial action cannot be made within the time frame stipulated, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- ery) in replacement of the defective Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfill the Fit for Purpose obligation. The Buyer's rights under this clause shall be without prejudice to the Buyer's use of any other remedies of breach.

Appears in 2 contracts

Samples: Framework Agreement, Framework Agreement

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Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take necessary nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immedi- ately immediately after receipt of the above notification and without costs or undue delay to the Bu y- erBuyer. If such remedial action cannot be made within the time frame stipulatedstipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- eryredelivery) in replacement of the defective Delivery De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfill fulfil the Fit for Purpose obligation. The Buyer's rights under this clause If Defects are characterized as a System Defect, the Supplier shall be without prejudice replace or modify, free of charge, all the Delivery Items previously delivered according to the Buyer's use Agreement in order to eliminate the cause of any other remedies the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of breachthe Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles.

Appears in 2 contracts

Samples: Framework Agreement, Framework Agreement

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take necessary nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) of the defective Delivery Items if this remedy can take place immedi- ately immediately after receipt of the above notification and without costs or undue delay to the Bu y- erBuyer. If such remedial action cannot be made within the time frame stipulatedstipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- eryredelivery) in replacement of the defective Delivery De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfill fulfil the Fit for Purpose obligation. If Defects are characterized as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles. The Buyer's rights under this clause shall be without prejudice to the Buyer's use of any other remedies of breach.

Appears in 2 contracts

Samples: Framework Agreement, Framework Agreement

Defects. The Supplier lessor transfers the rented object(s) to the lessee in roadworthy and working order. The lessee‘s rights require that the lessee has met its inspection and complaint obligations. If there is a defect in the rented object(s), which the lessor is responsible for and which the lessee could not have discovered through thorough inspection of the rented object(s), the lessor is entitled, at its sole discretion, to remediate the defect or replace it. In the case of remediation of the defect, the lessor is required to bear all expenses necessary for the remediation, especially transport, road, labour and material costs, unless these are increased by the rented object(s) being taken to a place other than the place of delivery. If the lessor is not willing or unable to perform remediation/replacement, particularly if remediation/replacement is delayed beyond appropriate deadlines for reasons, for which the lessor is responsible, or if the remediation/replacement otherwise fails, the lessee is entitled to cancel the contract in the event of a seriousdefect. Unless otherwise expressly provided in these general rental conditions, the lessee may not make further claims against the lessor, regardless of the legal reasons. The lessor shall therefore not be notified liable, for example, for damage that has not occurred to the rented object(s) itself, and the lessee cannot claim damages or a proportionate reduction against the lessor. The lessor‘s defect liability, irrespective of the nature of the defect, ceases 1 month after the risk of the rented object(s) has transferred to the lessee. If and to the extent that the lessee discovers a defect in the rented object(s), irrespective of the nature of the defect, the lessee must give written, specified and substantiated notice of defects to the lessor within reasonable 14 days from receipt of the checkout report or from the time of any Defects found. Reasonable time shall never be less than 14 (fourteendelivery of the rented object(s) Days. Immediately hereafter, the Supplier shall confirm if this is before the receipt of such the checkout report. Non-compliance with the period within which notice and take necessary action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall must be entitled to remedy the Defect (repair) if this can take place immedi- ately after receipt of the above notification and without costs or undue delay to the Bu y- er. If such remedial action cannot be made within the time frame stipulated, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- ery) in replacement of the defective Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfill the Fit for Purpose obligation. The Buyer's rights under this clause shall be without prejudice to the Buyer's use given of any other defects will result in the lapse of all the lessee’s remedies of for breach.

Appears in 1 contract

Samples: www.euro-leasing.dk

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take necessary nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this can take place immedi- ately after receipt of the above notification and without costs or undue delay to the Bu y- er. If such remedial action cannot be made within the time frame stipulated, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- eryredelivery) in replacement of the defective Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the BuyerBuye r, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfill fulfil the Fit for Purpose obligation. The Buyer's rights under this clause If Defects are characterized as a System Defect, the Supplier shall be without prejudice replace, free of charge, all the Delivery Items previously delivered according to the Buyer's use Agreement in order to eliminate the cause of any other remedies the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the r e- placement of breachthe Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles.

Appears in 1 contract

Samples: Framework Agreement

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafterBuyer agrees to accept title to the Property subject to all matters shown by the Title Commitment, the Supplier Survey and the UCC Search as well as Permitted Encumbrances, other than any Liens related to the 2010 Credit Agreement. Buyer shall confirm use commercially reasonable efforts to obtain an updated Title Commitment and an updated UCC Search (collectively, the “Updated Title Documents”) at least 25 days prior to the Closing. If the Updated Title Documents show liens or other financial encumbrances or defects in title not shown by the Title Commitment or the UCC Search (other than Permitted Encumbrances and Liens created or agreed to by Buyer in writing after the date hereof), and Seller has received an itemized written notice of such defects within five Business Days after the date of delivery of the updated Title Commitment or the updated UCC Search, as applicable, to Buyer (collectively, the “Notice Defects”), Seller shall have 30 days after receipt of such notice (or, if longer, until the Closing Date) to cure (including by bonding) any such Notice Defects, and take necessary action the Closing Date shall, if necessary, be extended accordingly pursuant to mitigate the Buyer's loss provisions of Section 10.2.2 and 10.2.3. Notice Defects will be deemed to not include any matters shown by the Title Commitment or the disruption caused UCC Search. Failure to notify Seller within the specified period of title defects revealed by the Defects. The Supplier Updated Title Documents shall be entitled deemed a waiver of Buyer’s right to remedy the Defect (repair) if this can take place immedi- ately after receipt disapprove of the above notification status of Seller’s title, and Buyer shall then accept such title as is described in the Updated Title Documents without costs reserving any claim against Seller for title defects; provided that, if Buyer obtains a further updated Title Commitment or undue delay UCC Search immediately prior to the Bu y- er. If Closing Date and such remedial action canupdated Title Commitment or UCC Search shows Liens or other financial encumbrances or defects in title not be made within shown by the time frame stipulatedprior Updated Title Documents, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- ery) in replacement of the defective Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled permitted to claim notify Seller in writing of such defects prior to the Closing Date and the provisions of this Section shall apply as if such defects were originally identified as Notice Defects, including Seller’s right to extend the Closing Date pursuant to the provisions of Section 10.2.2 and 10.2.3. Seller shall be under no obligation to remove title defects and any failure or refusal of Seller to do so shall not be a price reductiondefault of Seller hereunder, whereby except that Seller shall be obligated to cure (i) monetary liens which are Notice Defects that are not disclosed by the Buyer shall only pay Title Commitment or the UCC Search which are unpaid and liquidated at Closing, not to exceed $1,000,000 in the aggregate so long as such price for monetary liens do not arise as a result of Seller’s breach of this Agreement (“Monetary Liens”) and (ii) title defects and encumbrances voluntarily created or agreed to by Seller that are not disclosed by the defective De livery Items as is deemed fair and reasonable taking into account Title Commitment or the nature and number UCC Search (“Seller Created Encumbrances”), to the extent such Monetary Liens or Seller Created Encumbrances first encumber the Property or Seller’s interest therein between the date of the Defects Title Commitment or the UCC Search, as applicable, and the Closing, in questionthe manner provided below. A lien is liquidated only if it is fixed either by agreement of Seller and the party asserting the lien or by operation of law. In order to cure a Monetary Lien or a Seller Created Encumbrance, including the ability and if Seller desires to fulfill the Fit for Purpose obligation. The Buyer's rights under this clause shall be without prejudice attempt to the Buyer's use of cure any other remedies title defects, Seller shall have the option to extend the Closing Date for a period of breach30 days, by giving written notice of such extension election to Buyer at or before the Closing Date. Cure of Monetary Liens and Seller Created Encumbrances may be effected by either (i) payment and release of such Monetary Lien or Seller Created Encumbrance of record, or (ii) posting a bond which causes such Monetary Lien or Seller Created Encumbrance to (x) cease to be a lien on the Property or (y) otherwise be removed from Buyer’s title policy issued at Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trump Entertainment Resorts, Inc.)

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take necessary nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immedi- ately immediately after receipt of the above notification and without costs or undue delay to the Bu y- erBuyer. If such remedial action cannot be made within the time frame stipulatedstipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- eryredelivery) in replacement of the defective Delivery De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the th e Defects in question, including the ability to fulfill fulfil the Fit for Purpose obligation. The Buyer's rights under this clause If Defects are characterized as a System Defect, the Supplier shall be without prejudice replace or modify, free of charge, all the Delivery Items previously delivered according to the Buyer's use Agreement in order to eliminate the cause of any other remedies the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of breachthe Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles.

Appears in 1 contract

Samples: Framework Agreement

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take necessary nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immedi- ately immediately after receipt of the above notification and without costs or undue delay to the Bu y- erBuyer. If such remedial action cannot be made within the time frame stipulated, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- ery) in replacement of the defective Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Delivery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfill fulfil the Fit for Purpose obligation. If a Defect may be characterized as a System Defect, the Supplier shall replace or modi- fy, free of charge, all the Delivery Items previously delivered according to the Agreement in order to remedy the Defect in question in all the Delivery Items. If the remedying of Defects is conditioned upon the Delivery Items being moved or trans- ferred, for instance back to the Supplier's location or the country of origin, all costs in this respect shall be borne exclusively by the Supplier. In the event the Supplier does not remedy the Defect (repair) or deliver new Delivery Items (redelivery) in accordance with the provisions above, the Buyer shall be entitled to purchase similar Delivery Items from, or to remedy or to have the Defect remedied with assistance of, a third party, in both cases for the Supplier’s account. The Buyer's rights under this clause 12 shall be without prejudice to the Buyer's use of any other remedies of breach.

Appears in 1 contract

Samples: Framework Agreement

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take necessary nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the DefectsDefects . The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immedi- ately immediately after receipt of the above notification and without costs or undue delay to the Bu y- erBuyer. If such remedial action cannot be made within the time frame stipulatedstipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- eryredelivery) in replacement of the defective Delivery De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfill fulfil the Fit for Purpose obligation. The Buyer's rights under this clause If Defects are characterized as a System Defect, the Supplier shall be without prejudice replace or modify, free of charge, all the Delivery Items previously delivered according to the Buyer's use Agreement in order to eliminate the cause of any other remedies the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of breachthe Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles.

Appears in 1 contract

Samples: Framework Agreement

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Defects. For the duration of the Defects Warranty Period, whenever a Defect becomes apparent, the Supplier shall correct it as soon as reasonably practicable so that the Supply Works meet the requirements of this Agreement at no cost to the Project Company. To the extent possible the Supplier shall carry out rectification works at the Site. The Project Company shall notify the Supplier as soon as it becomes aware of the existence of a Defect. If: the Supplier fails to remedy any Defect within a reasonable period of becoming aware of the Defect; or the Supplier is unwilling to remedy any Defect within a reasonable period of becoming aware of the Defect, then without prejudice to any other right or remedy available to the Project Company, the Project Company may arrange for the work to be carried out by a third party and recover the reasonable costs of this work from the Supplier. If any Serial Defects arise during the Defects Warranty Period: the Supplier shall, at its costs, promptly carry out a root cause analysis in relation to any Serial Defect and identify such modification to the Supply Works (and their design) as may be necessary for the affected Supply Works to comply with the requirements of the Agreement; and execute all remedial work required to remedy a Serial Defect which arises at any time prior to the expiration of the Defects Warranty Period. If and to the extent a Serial Defect arises during the Defects Warranty Period, it shall be deemed to have manifested itself in each part of the Supply Works which is substantially the same as the part or work to which the Serial Defect relates and any remedial work required in respect of the Serial Defect shall also be carried out by the Supplier (in accordance with the paragraph above) on all such parts of the Supply Works, regardless of whether or not a Defect has manifested itself therein. Save with respect to any antecedent claims arising prior to the date of issue of the Final Acceptance Certificate and subject to the application of mandatory provisions of applicable Law: the Project Company may not commence any action or proceedings against the Supplier in respect of the Supply Works; and the Supplier is not liable for any claims made by the Project Company under or in connection with the Supply Works, after the date of issue of the Final Acceptance Certificate. The Parties agree that following the date of issue of the Final Acceptance Certificate, the Project Company's sole and exclusive remedies in respect of any Defects or reductions in performance in the Modules discovered after the date of issue of the Final Acceptance Certificate shall be under the Module Warranties and the Supplier shall not have any other liability to the Project Company in respect of such Defects. All work referred to in this Clause 20 (Defects) shall be executed at the risk and cost of the Supplier, if and to the extent that the work is attributable to: any design for which the Supplier is responsible, the Supply Works not being in accordance with the Agreement , or failure by the Supplier to comply with any other obligation. If and to the extent that such work is attributable to any other cause, the Supplier shall be notified within reasonable time of any Defects found. Reasonable time promptly by (or on behalf of) the Project Company and Clause 21 (Variations) shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take necessary action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this can take place immedi- ately after receipt of the above notification and without costs or undue delay to the Bu y- er. If such remedial action cannot be made within the time frame stipulated, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- ery) in replacement of the defective Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfill the Fit for Purpose obligation. The Buyer's rights under this clause shall be without prejudice to the Buyer's use of any other remedies of breachapply.

Appears in 1 contract

Samples: Supply Agreement

Defects. Buyer agrees to accept title to the Land subject to all matters shown by the Title Commitment and the Survey. The Supplier Title Commitment and UCC-11 Search shall be notified updated at or shortly before Closing. If the updated Title Commitment or UCC-11 Search shows defects in title not shown by the Title Commitment or UCC-11 Search, or, if the Land or Seller’s interest therein, should become subject to a lien or other financial encumbrance, and Seller has received an itemized written notice of such defects within reasonable time five (5) business days after the date of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafterdelivery of the updated Title Commitment or UCC-11 Search to Buyer or, if earlier, the Supplier Closing Date, Seller shall confirm the have thirty (30) days after receipt of such notice (or, if longer, until the Closing Date) to cure any such defects in title, and take necessary action the Closing Date shall, if necessary, be extended accordingly. Title defects will not be deemed to mitigate the Buyer's loss or the disruption caused include any matters shown by the DefectsTitle Commitment or UCC-11 Search attached to this Agreement. The Supplier Failure to notify Seller within the specified period of title defects revealed by the updated Title Commitment or UCC-11 Search shall be entitled deemed a waiver of Buyer’s right to remedy the Defect (repair) if this can take place immedi- ately after receipt disapprove of the above notification status of Seller’s title, and Buyer shall then accept such title as is described in the Title Commitment and UCC-11 Search, as updated, without costs reserving any claim against Seller for title defects. Seller shall be under no obligation to remove title defects, and any failure or undue delay refusal of Seller to the Bu y- er. If such remedial action cando so shall not be made within a default of Seller hereunder, except that Seller shall be obligated to cure monetary encumbrances in an amount in excess of $100,000 that are not disclosed by the time frame stipulatedTitle Commitment or UCC-11 Search (other than governmental taxes and assessments and the encumbrances created or suffered by Buyer) which are unpaid and liquidated at Closing, not to exceed One Million Dollars ($1,000,000) in the aggregate (“Monetary Encumbrances”), if any which encumber the Property or Seller’s interest therein between the date of this Agreement and the Closing, in the manner provided below. An encumbrance is liquidated only if it is fixed either by agreement of Seller and the party asserting the encumbrance or by operation of law. In order to cure a Monetary Encumbrance, and if Seller desires to attempt to cure any other title defects, Seller shall have the option to extend the Closing Date for a period of thirty (30) days, by giving written notice of such extension election to buyer at or before the Closing Date. Cure of Monetary Encumbrances may be effected by either (i) payment and release of such Monetary Encumbrance of record, or (ii) posting a bond which causes such Monetary Encumbrance to cease to be a lien on the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- ery) in replacement of the defective Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfill the Fit for Purpose obligation. The Buyer's rights under this clause shall be without prejudice to the Buyer's use of any other remedies of breachProperty.

Appears in 1 contract

Samples: Asset Purchase Agreement (Manchester Mall Inc)

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take necessary action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this can take place immedi- ately after receipt of the above notification and without costs or undue delay to the Bu y- erBuyer. If such remedial action cannot be made within the time frame stipulated, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- eryredelivery) in replacement of the defective Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery D elivery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfill the Fit for Purpose obligation. The Buyer's rights under this clause shall be without prejudice to the BuyerBu yer's use of any other remedies of breach. If Defects are characterised as a System Defect, the Supplier shall replace or modify, free of charge, all the Delivery Items previously delivered according to the Agreement in order to eliminate the cause of the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of the Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above mentioned principles. If Defects are remedied by replacing an item or part of an item, a new Defects Liability Period for such replaced items shall begin, cf. clause 9.1.1.

Appears in 1 contract

Samples: Framework Agreement

Defects. The Supplier Buyer agrees to accept title to the Property subject to all matters shown by the Title Commitment and any UCC Search provided to Buyer prior to the date hereof as well as Permitted Encumbrances, other than any Liens relating to the 2010 Credit Agreement. Buyer shall be notified use commercially reasonable efforts to obtain an updated Title Commitment at least 25 days prior to the Closing. If such updated Title Commitment shows liens or other financial encumbrances or defects in title not shown by the Title Commitment (other than Permitted Encumbrances and Liens created or agreed to by Buyer), and Seller has received an itemized written notice of such defects within reasonable time five Business Days after the date of any Defects found. Reasonable time shall never be less than 14 delivery of the updated Title Commitment to Buyer (fourteen) Days. Immediately hereaftercollectively, the Supplier “Notice Defects”), Seller shall confirm the have 30 days after receipt of such notice (or, if longer, until the Closing Date) to cure (including by bonding) any such Notice Defects, and take necessary action the Closing Date shall, if necessary, be extended accordingly pursuant to mitigate the Buyer's loss or the disruption caused provisions of Section 10.2.2 and 10.2.3. Notice Defects will be deemed to not include any matters shown by the DefectsTitle Commitment. The Supplier Failure to notify Seller within the specified period of title defects revealed by the updated Title Commitment shall be entitled deemed a waiver of Buyer’s right to remedy the Defect (repair) if this can take place immedi- ately after receipt disapprove of the above notification status of Seller’s title, and Buyer shall then accept such title as is described in the Title Commitment, as updated, without costs or undue delay reserving any claim against Seller for title defects; provided that, if Buyer obtains a further updated Title Commitment immediately prior to the Bu y- er. If Closing Date and such remedial action canupdated Title Commitment shows Liens or other financial encumbrances or defects in title not be made within shown by the time frame stipulatedprior updated Title Commitment, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- ery) in replacement of the defective Delivery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the Buyer, or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled permitted to claim notify Seller in writing of such defects prior to the Closing Date and the provisions of this Section shall apply as if such defects were originally identified as Notice Defects, including Seller’s right to extend the Closing Date pursuant to the provisions of Section 10.2.2 and 10.2.3. Seller shall be under no obligation to remove title defects and any failure or refusal of Seller to do so shall not be a price reductiondefault of Seller hereunder, whereby except that Seller shall be obligated to cure (i) monetary liens which are Notice Defects that are not disclosed by the Buyer shall only pay Title Commitment which are unpaid and liquidated at Closing, not to exceed $100,000 in the aggregate (“Monetary Liens”) and (ii) title defects and encumbrances voluntarily created or agreed to by Seller that are not disclosed by the Title Commitment (“Seller Created Encumbrances”), to the extent such price for Monetary Liens or Seller Created Encumbrances first encumber the defective De livery Items as is deemed fair and reasonable taking into account Property or Seller’s interest therein between the nature and number date of the Defects Title Commitment and the Closing, in questionthe manner provided below. A lien is liquidated only if it is fixed either by agreement of Seller and the party asserting the lien or by operation of law. In order to cure a Monetary Lien or a Seller Created Encumbrance, including the ability and if Seller desires to fulfill the Fit for Purpose obligation. The Buyer's rights under this clause shall be without prejudice attempt to the Buyer's use of cure any other remedies title defects, Seller shall have the option to extend the Closing Date for a period of breach30 days, by giving written notice of such extension election to Buyer at or before the Closing Date. Cure of Monetary Liens and Seller Created Encumbrances may be effected by either (i) payment and release of such Monetary Lien or Seller Created Encumbrance of record, or (ii) posting a bond which causes such Monetary Lien or Seller Created Encumbrance to (x) cease to be a lien on the Property or (y) otherwise be removed from Buyer’s title policy issued at Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trump Entertainment Resorts, Inc.)

Defects. The Supplier shall be notified within reasonable time of any Defects found. Reasonable time shall never be less than 14 (fourteen) Days. Immediately hereafter, the Supplier shall confirm the receipt of such notice and take necessary nec- xxxxxx action to mitigate the Buyer's loss or the disruption caused by the Defects. The Supplier shall be entitled to remedy the Defect (repair) if this remedy can take place immedi- ately immediately after receipt of the above notification and without costs or undue delay to the Bu y- erBuyer. If such remedial action cannot be made within the time frame stipulatedstipulated in the Buyer’s notification of the Defect(s) found, or the remedial action fails to remedy the Defect, the Supplier shall deliver new Delivery Items (redeliv- eryredelivery) in replacement of the defective Delivery De- livery Items at the Supplier's cost. If redelivery cannot take place without undue delay or costs to the BuyerBuyer , or does not lead to the Delivery Items being free of Defects, the Buyer shall be entitled to claim a price reduction, whereby the Buyer shall only pay such price for the defective De livery Items as is deemed fair and reasonable taking into account the nature and number of the Defects in question, including the ability to fulfill fulfil the Fit for Purpose obligation. The Buyer's rights under this clause If Defects are characterized as a System Defect, the Supplier shall be without prejudice replace or modify, free of charge, all the Delivery Items previously delivered according to the Buyer's use Agreement in order to eliminate the cause of any other remedies the Defect in question in all the Delivery Items without deviating from the specifications. If the Supplier can document that the System Defect in question is limited to a specific product type produced within the same batch or batches, the replace- ment or modification of breachthe Delivery Items may be limited to those Delivery Items produced within the same batch or batches. In case of a System Defect DALO is furthermore entitled to claim an appropriate price reduction in accordance with the above-mentioned principles.

Appears in 1 contract

Samples: Framework Agreement

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