Contract Defect definition
Examples of Contract Defect in a sentence
To the extent Seller, Buyer and/or the Company are attempting to cure any such Contract Defect, they each agree to coordinate and cooperate in their respective efforts to cure such Contract Defect.
Any attempt by Seller to cure any alleged Contract Defect shall not waive Seller's right to dispute the existence of a Contract Defect and/or the Contract Defect Amount asserted with respect thereto.
Seller, Buyer and the Company shall each have the right to attempt to cure and to cure any such Contract Defect during the aforesaid cure period, however, as long as Seller is diligently pursuing the curing of such Contract Defect on a reasonable basis Seller shall be allowed to cure such Contract Defect in preference to Buyer and the Company.
If an asserted Contract Defect Amount is subsequently determined or agreed, in accordance with this Agreement, to be a lesser amount, any portion of the Title Defect Deductible which was applied as a credit to the amount of such reduction shall be restored to the Title Defect Deductible.
If Seller cures any such Contract Defect, then Buyer shall promptly pay Seller the Contract Defect Amount with respect to the Contract Defect that is so cured, but not exceeding the aggregate amount of the reductions in the Purchase Price which Buyer received pursuant to Section 6.1(c) as a result of any Contract Defects, together with interest on the amount due Seller from the Closing Date through and including the date of payment at the Agreed Rate.
The Available Deductible Amount shall be restored to the extent that any portion thereof is applied as a credit against a Contract Defect Amount attributable to a Contract Defect which, in accordance with the terms of this Agreement, is subsequently cured by Seller or determined or agreed not to constitute a Contract Defect.
As Buyer's sole and exclusive remedy with respect to Contract Defects asserted pursuant to Section 6.1(a) during the Contract Examination Period, Buyer shall be entitled to reduce the Purchase Price by the amount, if any, by which the aggregate amount of Contract Defect Amounts with respect to all Pre-Closing Defect Interests exceeds US $500,000 (the "Available Deductible Amount").
Furthermore, no Contract Defect shall be deemed to exist under paragraph (a) or paragraph (c) of this Section 6.3 by virtue of the unenforceability, non-effectiveness, invalidity or non-binding effect of any term or provision of a Major Contract if such unenforceability, non-effectiveness, invalidity or non-binding effect can be determined solely by an examination of the terms and provisions of such Major Contract and a knowledge of the Law in effect and applicable thereto on the date of this Agreement.
If a Contract Defect only affects a portion of a Contract Interest, then only that portion of the Contract Interest shall be deemed to have a Contract Defect as a result thereof.
If Seller gives Buyer written notice on or before 30 days after the Closing Date that Seller intends to attempt to cure any such Contract Defect, then Seller shall have until the later of the (i) 180 calendar days after the Closing Date or (iii) 90 days after the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures, in which to attempt to cure any such Contract Defect.