Title Failure Sample Clauses
POPULAR SAMPLE Copied 1 times
Title Failure. Any item that Sellers acknowledges is a Title Defect but that Sellers are unwilling to cure shall be deemed a title failure ("Title Failure") and, subject to Section 10.9 below, the Purchase Price shall be reduced for such Title Defect pursuant to Section 2.3 unless, in Sellers' reasonable judgment, it is unlikely that material losses, costs, expenses and liabilities will be experienced with respect to such Title Defect and Sellers agree to indemnify Buyers with respect thereto.
Title Failure. 8.1. Any loss caused by title failure for any reason shall be borne solely by Seller.
8.2. Any title failure prior to disbursement of any portion of complete Purchase Price to Seller shall allow EF VC2 to terminate this Agreement immediately with no further obligations to rework ▇▇▇▇▇ or additional ▇▇▇▇▇.
8.3. If a title failure cannot be borne entirely by Seller, Seller shall reimburse EF VC2 an amount equal to the Purchase Price reduced to the percentage of the Subject Property lost.
Title Failure. In the event of any Title Failure, TCG Member’s sole remedy with respect to any such Title Failure shall be to proceed with the Closing with those portions of the Properties that are subject to such Title Failure excluded from the Properties to be conveyed to the Subsidiary LLC and receive a reduction in the TCG Member Contribution by the value of the Properties so excluded (“Title Failure Carveout”). In the event PC Member and TCG Member cannot agree as to the amount of diminution in value of the Property excluded from the transaction, the provisions of Article 10 shall apply. Any such excluded acreage shall be aggregated with such surrounding acreage as may be reasonably necessary to create an economically feasible and marketable parcel, in PC Member’s sole discretion, of not less than 40 acres in size. In the event of any such carve-outs, PC Member shall reserve or TCG Member shall grant such rights for ingress, egress and utilities as may be required to access such parcel.
Title Failure. Sellers shall have until February 14, 2000 in which to attempt to cure any Title Defect or to advise Buyer of their inability to do so or their election not to do so. Any Title Defect that Sellers are unwilling to cure shall be deemed a title failure ("Title Failure")
Title Failure. Any item that CECI acknowledges is a Title Defect but that CECI is unwilling to cure shall be deemed a title failure ("Title Failure") and, subject to Section 10.9 below, the Adjusted ▇▇▇▇▇ Ranch Payment shall be reduced for such Title Defect pursuant to Section 2.2 unless, in CECI's reasonable judgment, it is unlikely that material losses, costs, expenses and liabilities will be experienced with respect to such Title Defect and CECI agrees to indemnify P&L LP with respect thereto. Any item that P&L Inc. acknowledges is a Title Defect but that P&L Inc. is unwilling to cure shall be deemed a title failure ("Title Failure") and, subject to Section 10.9 below, the Adjusted Frisco City Payment shall be reduced for such Title Defect pursuant to Section 2.3 unless, in P&L Inc.'s reasonable judgment, it is unlikely that material losses, costs, expenses and liabilities will be experienced with respect to such Title Defect and P&L Inc. agrees to indemnify CECI with respect thereto.
Title Failure. Seller shall have the right but not the obligation to cure any Title Defect. Any item that Seller acknowledges is a Title Defect but that Seller is unwilling to cure shall be deemed a title failure ("Title Failure") unless, in Seller's reasonable judgment, it is unlikely that material losses, costs, expenses and liabilities will be experienced with respect to such Title Defect and Seller agrees to indemnify Buyer with respect thereto.