Common use of Notice of Title Defects and Title Benefits; Remedies Clause in Contracts

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party discovers any Title Benefit, or if Purchaser discovers any Title Defect, then such Party shall be obligated to deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect to a Title Defect, or a Title Benefit, as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after Closing, Seller and Purchaser shall be deemed to have waived, and neither Purchaser nor Seller, respectively, shall have any Damages for, any Title Benefit or Title Defect for which Purchaser or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party discovers any Title Benefit, or if Purchaser discovers any Title Defect, then such Party shall be obligated to deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect to a Title Defect, or a Title Benefit, as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, or with respect to item (1) on Schedule 3.6 (under Section 11.2(b)(iii)(C)), from and after Closing, Seller and Purchaser shall be deemed to have waived, and neither Purchaser nor Seller, respectively, shall have any Damages for, any Title Benefit or Title Defect for which Purchaser or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party discovers Sellers discover any Title Benefit, or if Purchaser discovers any Title DefectDefect or Title Benefit, then such Party may (but shall be obligated to have no obligation to) deliver to the other Party, in each case, on or prior to 5:00 p.m., p.m. Central Time, time on the thirtieth sixtieth (30th60th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim Except for claims pursuant to Article 11 with respect to a Title Defectbreach of (i) the representations and warranties set forth in Section 3.19, Section 3.21, Section 3.23, Section 3.24, Section 3.25 or a Title BenefitSection 6.8 or (ii) the covenants in Section 5.22, as applicablefrom and after Closing, Sellers and Purchaser shall be deemed to have waived, and neither Purchaser nor Sellers, respectively, shall have any Liability for, any Title Benefit or Title Defect for such claim to be effectivewhich Purchaser or Sellers, Seller or Purchaser must deliver respectively, has not received a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline. Except for claims with respect to a breach For the avoidance of the representations and warranties set forth in Section 3.11doubt, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after Closing, Seller and Purchaser shall be deemed to have waived, and neither Purchaser nor Seller, respectively, shall have any Damages for, any Title Benefit or Title Defect for which if Purchaser or Seller, respectively, has not received Sellers fail to provide a Title Notice that which substantially satisfies the requirements set forth in the definition of Title Notice on or before Notice, then the relevant Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect Defect(s) or Title Benefit prior to Benefit(s), as the Title Defect Deadlinecase may be, shall be deemed waived.