Limitation of Remedies for Title Defects Sample Clauses

Limitation of Remedies for Title Defects. Notwithstanding anything to the contrary contained in this Agreement, (a) if the Title Defect Value for a given Title Defect, in each case as determined pursuant to Section 4.03(b) or Section 4.08, does not exceed $25,000 (the “Single Title Defect Threshold”), then no adjustment to the Purchase Price shall be made for such Title Defect, (b) if the aggregate Title Defect Values of all Title Defects that were not cured prior to Closing and that exceed the Single Title Defect Threshold does not exceed $500,000, then no adjustment of the Purchase Price shall be made therefore, and (c) if the aggregate Title Defect Values of all Title Defects that were not cured prior to Closing and that exceed the Single Title Defect Threshold exceeds $500,000, then the Purchase Price shall only be adjusted by the amount of such excess above $500,000. All Title Defects asserted by Buyer pursuant to this Article IV shall constitute Permitted Encumbrances, whether or not an adjustment to the Purchase Price is made with respect thereto in accordance with this Article IV. In no event shall any Title Defect Value exceed the Allocated Value for the affected Asset. Subject to the termination provisions of Section 12.01(f), notwithstanding anything to the contrary in this Agreement, the Purchase Price Adjustment provided for in this Article IV shall be Buyer’s sole and exclusive remedy for any Title Defects.
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Limitation of Remedies for Title Defects. Notwithstanding anything to the contrary contained in Article IV, (i) if the value of the Title Defect with respect to a particular Property do not exceed three percent (3%) of the Allocated Value of such particular Property, then no adjustment to the Purchase Price shall be made for such Title Defect, (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for all Title Defects does not exceed 2% of the Purchase Price prior to any adjustments thereto, then nevertheless no adjustment of the Purchase Price shall be made therefor, (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for all Title Defects does exceed 2% of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess, and (iv) the value of a Title Defect with respect to a particular Property may not exceed the Allocated Value of such Property. Further, with regard to any adjustment in excess of two percent (2%) of the Purchase Price, Sellers shall be allowed an offset against such adjustment for the value of any amount by which Sellers’ interest in any Property is greater than that which is set forth in Exhibit B or any other document or Exhibit executed or created in connection with this Agreement, or of record. The value of such excess interest shall be that portion of the Allocated Value of the particular Property which the excess interest of Sellers bears to the interest of Sellers set forth on Exhibit B. The remedies expressly set forth in this Article IV shall be the sole and exclusive remedies of Buyer for Title Defects.
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Limitation of Remedies for Title Defects. Notwithstanding anything in this Agreement to the contrary, (a) the IPP Parties shall have no obligations or liability under this Agreement with respect to a Title Defect not identified by the Partnership in a Title Defect Notice delivered to IPP during the Survival Period, (b) the IPP Parties' liability with respect to all Title Defects to any Asset shall in no event exceed the Allocated Value of such Asset, and (c) the IPP Parties' liability shall be subject to the limitations stated in Section 13.07.
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Limitation of Remedies for Title Defects. (a) Notwithstanding anything in this Agreement to the contrary, (i) Sellers shall have no obligations or liability under this Agreement with respect to a Title Defect not identified by Buyer in a Title Defect Notice delivered to Sellers during the Survival Period, (ii) Sellers' liability with respect to all Title Defects to any Oil and Gas Property shall in no event exceed the Adjustment Value of such Oil and Gas Property, and (iii) Sellers' liability shall be subject to the limitations stated in Section 12.07.
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Related to Limitation of Remedies for Title Defects

  • Remedies for Title Defects Subject to Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto and subject to the rights of the parties pursuant to Section 14.1(f), in the event that any Title Defect timely asserted by Buyer in accordance with Section 11.2(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to:

  • Limitation of Remedies The Credit Enhancement Provider shall not have the right to cause the Loan or any portion thereof to become due and payable prior to the due date for the Loan as set forth herein.

  • LIMITATION OF REMEDY The only remedy that the Taxpayer shall have in the event of breach or alleged breach by GO-Biz, shall be the normal administrative and judicial rights accorded to a taxpayer in the state of California who has been denied a tax credit claimed on their return.

  • No Limitation of Remedies No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this Agreement, the Loan Documents or at law, but each and every remedy shall be cumulative and concurrent, and shall be in addition to each and every other right, power and remedy given under this Agreement, the Loan Documents or now or subsequently existing at law.

  • Limitation of Remedies and Damages In the event there is any dispute under this Agreement, the aggrieved party shall not be entitled to exemplary or punitive damages so that the aggrieved party’s remedy in connection with any action arising under or in any way related to this Agreement shall be limited to a breach of contract action and any damages in connection therewith are limited to actual and direct damages, except that CDF may seek equitable relief in connection with any judicial repossession of, or temporary restraining order with respect to, the Collateral.

  • Remedies for Environmental Defects (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties.

  • Cumulation of Remedies All of the various rights, options, elections, powers and remedies of the parties shall be construed as cumulative, and no one of them exclusive of any other or of any other legal or equitable remedy which a party might otherwise have in the event of a breach or default of any condition, covenant or term by the other party. The exercise of any single right, option, election, power or remedy shall not, in any way, impair any other right, option, election, power or remedy until all duties and obligations imposed shall have been fully performed.

  • No Implied Waiver of Remedies Either party’s delay or failure to exercise any right, power or remedy under this Agreement shall not impair any such right, power or remedy, or be construed as a waiver of any such right, power or remedy. All waivers must be in writing.

  • Election of Remedies and Waiver A party instituting any action, proceeding or complaint in a federal or state court of law, or before an administrative tribunal, federal agency, state agency, or seeking relief through any statutory process for which relief may be granted, the subject matter of which may constitute a grievance under this Agreement, shall immediately thereupon waive any and all rights to pursue a grievance under this Article. Upon instituting a proceeding in another forum as outlined herein, the employee shall waive his/her right to initiate a grievance pursuant to this Article or, if the grievance is pending in the grievance procedure, the right to pursue it further shall be immediately waived. This section shall not apply to actions to compel arbitration as provided in this Agreement or to enforce the award of an arbitrator.

  • Limitation of Remedies, Liability and Damages EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

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