Common use of Title Defect Adjustment Clause in Contracts

Title Defect Adjustment. In the event Buyer provides Seller with a Title Defect Notice as provided in Section 8.2 above, Seller, at its sole option, shall with respect to each such Title Defect (i) agree to cure such Title Defect within sixty (60) days after Closing ("Cure Period"), (ii) reduce the Purchase Price by the Title Defect Value agreed upon by Seller and Buyer with respect to such Title Defect, less the deductible, or (iii) provide Buyer with indemnification against any damages, claims or expenses that may arise out of such Title Defect. If Seller elects to attempt to cure a Title Defect after Closing, Closing with respect to the portion of the Assets affected by such Title Defect will be deferred (the “Closing Deferred Property”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Purchase Price delivered to Sellers at such initial Closing will be reduced by the Allocated Value of all Closing Deferred Properties. If Sellers cure any Title Defect within the Cure Period, then the Closing with respect to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end of the Cure Period. If Seller fails or refuses to cure any Title Defect prior to the expiration of the Cure Period, Buyer may separately elect, by notice to Seller delivered within seven (7) days after receipt by Buyer of Notice from Seller of such failure or refusal to cure any such Title Defect, to waive all of the Title Defects applicable to any Closing Deferred Property (which waived Title Defects shall be deemed Permitted Encumbrances) and proceed to Closing on such Closing Deferred Property. If Buyer does not elect to waive an existing Title Defect, Seller shall retain the Closing Deferred Property, and the Parties shall have no further obligation with respect thereto. In the event that any such Asset is retained by Seller and such Asset has been receiving revenue, without complaint, for a period in excess of two years, then Buyer agrees (i) not to take any action to interfere with such revenue stream, and (ii) to the extent that Buyer becomes payor of such revenue, to pay Seller such revenue upon receipt of an indemnity agreement from Seller.

Title Defect Adjustment. In Seller shall have the event Buyer provides Seller with a Title Defect Notice as provided in Section 8.2 aboveopportunity to cure, Seller, at its sole option, shall with respect to each such Title Defect (i) agree to cure such Title Defect within until sixty (60) days after Closing ("Cure Period"), (ii) reduce the Purchase Price by the Title Defect Value agreed upon by Seller and Buyer with respect to such Title Defect, less the deductible, or (iii) provide Buyer with indemnification against any damages, claims or expenses that may arise out of such Title Defect. If Seller elects to attempt to cure a Title Defect after Closing, Closing with respect to the portion of the Assets affected by such Title Defect will be deferred (the “"Closing Deferred Property”"). Closing with respect to all other Assets will proceed as provided in this Agreement (subject to Article 9 and the other provisions of this Agreement), but the Base Purchase Price delivered to Sellers Seller at such initial Closing will be reduced by the Allocated Value of all Closing Deferred Properties. If Sellers cure Seller cures any Title Defect within the Cure Period, then the Closing with respect to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end of the Cure Period. If Seller fails or refuses to cure any Title Defect prior to the expiration of the Cure Period, Buyer may separately electelect with respect to each affected Closing Deferred Property, by notice to Seller delivered within seven (7) days after receipt by Buyer of Notice from Seller of such failure or refusal to cure any such Title Defect, to waive all of the Title Defects applicable to any such Closing Deferred Property (which waived Title Defects shall be deemed Permitted Encumbrances) and proceed to Closing on such Closing Deferred Property. If Buyer does not elect to waive an existing Title Defect, Seller shall retain the affected Closing Deferred Property, Property and the Parties shall have no further obligation with respect thereto. In the event that any such Asset property is retained by Seller and such Asset property has been receiving revenue, without complaint, for a period in excess of two years, then Buyer agrees (i) not to take any action to interfere with such revenue stream, and (ii) to the extent that Buyer becomes payor of such revenue, to pay Seller such revenue upon receipt of an indemnity agreement from Seller.

Title Defect Adjustment. In Upon execution of and pursuant to the event terms or this Agreement, Buyer provides shall have the right, at reasonable times during normal business hours, to conduct its investigation into the status of the title of the Property. If, in the course of conducting such investigation, Buyer discovers Title Defects, Buyer may, no later than five days prior to the Closing Date, notify Seller with a in writing specifying such Title Defects, the Property affected thereby, and Buyer's estimate of the net reduction in value of the Property affected by such Title Defects. A Title Defect Notice as provided in Section 8.2 aboveshall not be considered for adjustment unless the collective aggregate value of such defects exceeds $250,000. If Buyer fails to notify Seller no later than five days prior to Closing of any such defects, Sellerthe defects will be deemed waived, at its sole optionSeller shall be released from any liability therefor, shall the Parties With respect to such defect(s) that Seller elects not to cure, or that Seller has not cured to the reasonable satisfaction of Buyer, Buyer may waive the defect(s). However, with respect to each such Title Defect those defects that Buyer does not elect to waive or that have not been cured to the reasonable satisfaction of Buyer, Buyer and Seller will agree to either (i) agree adjust the Purchase Price by an amount agreed upon by Buyer and Seller to cure be the value of such defect(s) but in no event shall such adjustment exceed the applicable allocated value as set forth in Exhibit C attached hereto ("Allocated Value") in which event the Property subject to the Title Defect within sixty (60) days after Closing ("Cure Period")will be sold hereunder, or (ii) exclude the Property subject to the uncured Title Defect from the sale and reduce the Purchase Price by the Title Defect Value agreed upon by Seller and Buyer applicable Allocated Value. If the parties are unable to agree to a course of action with respect to such Title DefectDefects, less the deductible, or (iii) provide Buyer with indemnification against any damages, claims or expenses that may arise out of such Title Defect. If Seller elects to attempt to cure a Title Defect after Closing, Closing with respect matter shall be resolved pursuant to the portion provisions of the Assets affected by such Title Defect will be deferred (the “Closing Deferred Property”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Purchase Price delivered to Sellers at such initial Closing will be reduced by the Allocated Value of all Closing Deferred Properties. If Sellers cure any Title Defect within the Cure Period, then the Closing with respect to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end of the Cure Period. If Seller fails or refuses to cure any Title Defect prior to the expiration of the Cure Period, Buyer may separately elect, by notice to Seller delivered within seven (7) days after receipt by Buyer of Notice from Seller of such failure or refusal to cure any such Title Defect, to waive all of the Title Defects applicable to any Closing Deferred Property (which waived Title Defects shall be deemed Permitted Encumbrances) and proceed to Closing on such Closing Deferred Property. If Buyer does not elect to waive an existing Title Defect, Seller shall retain the Closing Deferred Property, and the Parties shall have no further obligation with respect thereto. In the event that any such Asset is retained by Seller and such Asset has been receiving revenue, without complaint, for a period in excess of two years, then Buyer agrees (i) not to take any action to interfere with such revenue stream, and (ii) to the extent that Buyer becomes payor of such revenue, to pay Seller such revenue upon receipt of an indemnity agreement from SellerArticle XIV hereof.

Title Defect Adjustment. In (a) Seller shall have the event Buyer provides Seller with a Title Defect Notice as provided in Section 8.2 aboveopportunity to cure, Seller, at its sole option, shall with respect to each such Title Defect (i) agree to cure such Title Defect within until sixty (60) days after Closing ("Cure Period"), (ii) reduce the Purchase Price by the Title Defect Value agreed upon by Seller and Buyer with respect to such any Title Defect, less the deductibleor, or (iii) provide alternatively, Seller may elect to cure such Title Defect by indemnifying Buyer with indemnification against any damages, claims or expenses that may arise out of such Title Defect, subject to the provisions of Section 8.3(b) below. If Seller elects to attempt to cure a Title Defect after Closing, Closing with respect to the portion of the Assets affected by such Title Defect will be deferred (the “"Closing Deferred Property”"). Closing with respect to all other Assets will proceed as provided in this Agreement (subject to Article 9 and the other provisions of this Agreement), but the Base Purchase Price delivered to Sellers Seller at such initial Closing will be reduced by the Allocated Value of all Closing Deferred Properties. If Sellers cure Seller cures any Title Defect within the Cure Period, then the Closing with respect to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end of the Cure Period. If Seller fails or refuses to cure any Title Defect prior to the expiration of the Cure Period, Buyer may separately electelect with respect to each affected Closing Deferred Property, by notice to Seller delivered within seven (7) days after receipt by Buyer of Notice from Seller of such failure or refusal to cure any such Title Defect, to waive all of the Title Defects applicable to any such Closing Deferred Property (which waived Title Defects shall be deemed Permitted Encumbrances) and proceed to Closing on such Closing Deferred Property. If Buyer does not elect to waive an existing Title Defect, Seller shall retain the affected Closing Deferred Property, Property and the Parties shall have no further obligation with respect thereto. In the event that any such Asset property is retained by Seller and such Asset property has been receiving revenue, without complaint, for a period in excess of two years, then Buyer agrees (i) not to take any action to interfere with such revenue stream, and (ii) to the extent that Buyer becomes payor of such revenue, to pay Seller such revenue upon receipt of an indemnity agreement from Seller.

Title Defect Adjustment. In Seller shall have the event Buyer provides Seller with a Title Defect Notice as provided in Section 8.2 aboveopportunity to cure, Seller, at its sole option, shall with respect to each such Title Defect until thirty (i) agree to cure such Title Defect within sixty (6030) days after Closing ("Cure Period"), (ii) reduce the Purchase Price by the Title Defect Value agreed upon by Seller and Buyer with respect to such any Title Defect, less the deductible, or (iii) provide Buyer with indemnification against any damages, claims or expenses that may arise out of such Title Defect. If Seller elects to attempt to cure a Title Defect after Closing, Closing with respect to the portion of the Assets affected by such Title Defect will be deferred (the “Closing Deferred Property”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Purchase Price delivered to Sellers at such initial Closing will be reduced by the Allocated Value of all Closing Deferred Properties. If Sellers cure any Title Defect within the Cure Period, then the Closing with respect to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end of the Cure Period. If Seller fails or refuses to cure any Title Defect prior to the expiration of the Cure Period, Buyer may shall separately elect, elect by notice to Seller delivered within seven to either (7i) days after receipt by Buyer of Notice from Seller of such failure or refusal to cure any such retain the affected Title Defect, to Defect Property and waive all of the Title Defects applicable to any Closing Deferred Property thereto (which waived Title Defects shall be deemed Permitted Encumbrances), or (ii) and proceed receive from Seller an amount equal to Closing on such Closing Deferred Propertythe Title Defect Value. If Buyer does not elect elects to waive receive the Title Defect Value, Buyer shall reconvey to Seller that portion of the Assets, whether an existing undivided interest, separate interest, or otherwise, that is materially and adversely affected by the Title Defect, as to which Buyer received such adjustment; provided that Seller may, without affecting Buyer's right to an adjustment, elect not to accept a reconveyance of a Title Defect Property or portion thereof, relating to such adjustment. Such reconveyance shall retain the Closing Deferred Propertybe free and clear of all liens and encumbrances created by, through or under Buyer (other than liens or encumbrances created by Buyer which would constitute Permitted Encumbrances had they been created or suffered by Seller) with Seller receiving all revenues and the Parties shall have no further obligation bearing all expense with respect theretothereto after the Effective Date and with respect to any interests so reconveyed, they shall be deemed to be excluded from the Assets and, except for the terms of this Section 8.4, from the terms and conditions of this Agreement. In the event that any such Asset property is retained by reconveyed to Seller and such Asset property has been receiving revenue, without complaint, for a period in excess of two years, then Buyer agrees (i) not to take any action to interfere with such revenue stream, and (ii) to the extent that Buyer becomes payor of such revenue, to pay Seller such revenue upon receipt of an indemnity agreement from Sellersatisfactory to Buyer.