Other Defects Sample Clauses

Other Defects. On or before the date that is five (5) days prior to the Review Period Expiration Date, Buyer may deliver one or more notices (each a “Title Objection Notice”) to Seller specifying any lien, claim, encumbrance, restriction, covenant, condition, exception to title or other matter disclosed by the Title Evidence, that is not a Liquidated Defect (“Other Defects”) that is evidenced by the Title Evidence and that renders title unacceptable to Buyer. Moreover, Buyer may deliver a Title Objection Notice with respect to any Other Defect that first arises, or is first disclosed to Buyer, subsequent to the delivery of the applicable item of Title Evidence to Buyer, and that renders title unacceptable based upon commercially reasonable standards, provided that Buyer delivers such Title Objection Notice to Seller within five (5) days after Buyer obtains actual knowledge of such Other Defect. Seller shall be obligated to advise Buyer in writing (“Seller’s Cure Notice”) within three (3) business days after Buyer delivers any Title Objection Notice, which (if any) of the Other Defects specified in the applicable Title Objection Notice Seller is willing to cure (the “Seller’s Cure Items”). If Seller delivers a Seller’s Cure Notice, and identifies any Seller’s Cure Items, Seller shall be unconditionally obligated to cure or remove the Seller’s Cure Items prior to the Closing. In the event that Seller fails to timely deliver a Seller’s Cure Notice, or in the event that Seller’s Cure Notice (specifying Seller’s Cure Items) does not include each and every Other Defect specified in each Title Objection Notice, then Buyer may either (A) elect to terminate this Agreement by written notice to Seller, in which event the provisions of Section 21.8 governing a permitted termination by Buyer shall apply, or (B) proceed to close, accepting title to the Property subject to those Other Defects not included in Seller’s Cure Notice. For purposes of this Agreement, the term, “Permitted Exceptions,” shall mean both (i) all liens, claims, encumbrances, restrictions, covenants, conditions, matters or exceptions to title (other than Liquidated Defects) that are set forth in the Title Evidence, but not objected to by Buyer in a Title Objection Notice; and (ii) any Other Defects that Seller elects, or is deemed to have elected, not to cure, but despite which, pursuant to (B) above, Buyer nevertheless elects to close.
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Other Defects. If the Defect is of a type not described in Sections 5.3(a) through (c), then the Defect Value thereof shall be determined by taking into account the Allocated Value of the Purchased Asset so affected, the portion of Seller’s interest in the Purchased Asset affected by the Defect, the legal effect of the Defect, the potential economic effect of the Defect over the life of the affected Purchased Asset, the values placed upon the Defect by Seller and Buyer and such other factors as are necessary to make a proper evaluation.
Other Defects. In the case of other defects (minor cGMP issues) arising during audits by Vericel or regulatory authorities [***].
Other Defects. Notwithstanding anything to the contrary in this Agreement, Brammer will not have any liability for or responsibility to replace or Reprocess any Product which is defective or fails, or ceases to conform to the Specifications, or which is unusable for its intended purposes, in each case, unless such defect results from a Defect in Product which is not accepted under Section 7.3 and was caused by a Brammer Failure, or is a Latent Defect. Without limiting the generality of the foregoing, Brammer will not have any liability for or responsibility to replace or Reprocess any Product which is defective or fails or ceases to conform to the Specifications or which is unusable for its intended purposes, in each case, for any other reason.
Other Defects. Except as expressly set out in this Agreement (including this Section 17 [Defects] or in Section 38.2.5 or 38.2.6), the Concessionaire is not entitled to make and will not make any claim against the Province or BCTFA whether in damages or for extensions of time or additional payments or other relief under this Agreement or otherwise in relation to any defects, latent or otherwise, in the Existing Highway.
Other Defects. 17. The Community made a number of errors in determining the costs and profits of the Japanese exporters when constructing their normal values. In these respects also the Community' s actions were inconsistent with Article 2, and in particular paragraph 4. The Panel considered that the claims of Japan regarding defects in the manner in which the EC constructed the normal value fell within the scope of this paragraph. However, it noted that there might be some question as to whether this paragraph was sufficiently specific to provide notice to the EC and third parties regarding the nature of the claims asserted by Japan.
Other Defects. Following establishment of the Process for a Product pursuant to the Process Performance Qualification in accordance with this Agreement and as agreed to by the Parties, if a Lot of such Product contains a Defect not caused by a Brammer Failure, then Brammer will at Customer’s cost and expense:
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Other Defects. With respect to Sensor Assembly Defects that are not covered under DMD's standard 12 month warranty or under and Extended Warranty and that are not Systemic Defects, both DMD and SUNI agree that it is in their mutual best interest to preserve customer good will and to cooperate on a case by case basis to remedy such defects in a manner that is in the customer's interest and is equitable for DMD and SUNI.
Other Defects. Seller may advise Purchaser in writing ("SELLER'S CURE NOTICE") within three (3) business days after Purchaser delivers any Notice of Title Objection, which (if any) of the Defects (the "OTHER DEFECTS") that are not Mandatory Cure
Other Defects. In the case of other defects (minor cGMPs issues) observed during audits by Purchaser or regulatory authorities, a reasonably satisfactory corrective action program must be in place. Purchaser shall reasonably agree with the program before further deliveries of Products to Purchaser may be made; however, approval of any corrective action or corrective action program by a regulatory authority with jurisdiction shall be conclusive evidence as to such corrective action/program’s acceptability.
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