Defect of title Sample Clauses

Defect of title. 9.1 The vendor is liable to the customer for any violations caused to the rights of third parties resulting from its service only if the service is used by the customer in accordance with the contract, especially in the usage environment prescribed in the contract. Liability for third-party rights violations is also limited to the rights of third parties within the European Union and the European Economic Area, as well as the location where the service is used in accordance with the contract. Point 8.2, line 1 applies accordingly.
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Defect of title. 11.10 In the event use of the delivery item represents a violation of industrial property rights or copyrights, we will at our cost procure for the Customer the general right to continue the use of the delivery item or modify the delivery item for the Customer in such reasonable manner that industrial property rights are no longer violated. The Customer is entitled to withdraw from the agreement, should such measures not be feasible at economically reasonable terms or within a reasonable period. We are also entitled to withdraw from the agreement under the aforementioned facts and circumstances. In addition, we will indemnify the Customer from and against any uncontested claims or claims recognized by declaratory judgment of the respective owners of such industrial property rights.
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Defect of title. 7. If usage of the subject of delivery results in an infringement of industrial property rights or copyrights on domestic territory, the Supplier shall principally arrange for the Client’s right of further usage at the Supplier’s cost, or modify the subject of delivery in a manner acceptable for the Client, such that the infringement no longer exists. In the event that this cannot be effected under reasonable economic conditions or within reasonable time, the Client may withdraw from the contract. If the aforementioned prerequisites are met, the Supplier is also entitled to withdrawal from the contract. For the rest, the Supplier shall hold the Client harmless from any claims by the affected owners of industrial property rights, to the extent that these claims are unchallenged or have been legally recognized.
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Defect of title. If the results of the Assignment breach a third party’s rights or the Agency’s or the Agency’s customers’ use of the results breaches a third party’s rights, the Contractor will indemnify the Agency for any loss, costs, including the costs of legal aid which the Agency and/or the Agency’s client incurs as a result of the defect of title. If the Contractor does not manage to obtain the rights to prevent defect of title, the Contractor will return the contract value corresponding to the extent the defect of title affects the delivery. FORCE MAJEURE If an extraordinary situation arises outwith the parties’ control and which makes it impossible to fulfil of obligations in accordance with this Project Agreement, such as weather conditions, strike, lack of ingredients, bankruptcy in sub-contractors, or similar force majeure cases, the other party is notified of this without undue delay. The parties’ obligations are suspended as long as the extraordinary situation lasts. If such a force majeure situation lasts longer than six months, a party may terminate the Agreement with two weeks’ notice by sending a written notification to the other party. Correspondingly, the parties’ obligations will be suspended if the delay affects a third party to which one of the parties have given a task to completely or partially fulfil and this third party is affected by such an extraordinary situation as in the first paragraph. RESPONSIBILITY FOR EQUIPMENT The Contractor is responsible for their own equipment including data equipment and cameras used in the execution of the task.
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Defect of title. 7. If using the contract item leads to an infringement of industrial property rights or copyrights at home (as opposed to abroad), then at his own expense, the Supplier will procure in principle the right to further use for the Customer or modify the contract item in a way reasonable for the Customer so that the property right infringement no longer exists. If this is not possible for economically appropriate conditions or is not possible within an appropriate period of time, then the Customer is entitled to withdraw from the contract. Under these specified prerequisites, the Supplier also has a right to withdraw from the contract. Furthermore, the Supplier will release the Customer from any undisputed claims or claims recognized by declaratory judgement by the relevant owner of the industrial property rights.
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Defect of title. Any impediment whatsoever affecting the marketability of the title to the Property as determined by Lessee's attorney other than Permitted Encumbrances and for which affirmative coverage cannot be obtained through Title Insurance.
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Related to Defect of title

  • Status of Title Within ten (10) business days after Opening of Escrow, or as soon thereafter as possible, Title Company shall provide Buyer and Seller with a current commitment for title insurance (the "Title Commitment") for the Property, disclosing all matters of record and other matters of which Title Company has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to in the Title Commitment. The Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the Closing. Buyer shall have ten (10) business days after receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to therein, to object in writing to Seller to any matter shown thereon. If Buyer fails to object within said period, the condition of title to the Property shall be deemed approved. If Buyer timely objects to any matter disclosed by the Title Commitment or any amendment thereto, the Seller may, but is not obligated, to use reasonable efforts to cure such objection(s) (although in no event shall the Seller be required to expend funds) within fifteen (15) business days thereafter. If, within such fifteen (15) business day period, the Seller is unsuccessful or responds that it is unwilling to cure Buyer’s objection(s), Buyer shall have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); or (b) terminate this Agreement. If Buyer elects to terminate this Agreement, Title Company shall deliver the Xxxxxxx Money to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated above, the Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptions.”

  • Condition of Title 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement.

  • Quality of Title Each Loan, together with the Related Security related thereto, shall, at all times, be owned by the Borrower free and clear of any Lien except as provided in Section 4.2(a)(iii), and upon each Funding, the Collateral Agent as agent for the Secured Parties shall acquire a valid and perfected first priority security interest in such Loans, the Related Security related thereto and all Collections then existing or thereafter arising, free and clear of any Lien, except as provided in Section 4.2(a)(iii). No effective financing statement or other instrument similar in effect covering any Loan or Dealer Agreement shall at any time be on file in any recording office except such as may be filed (i) in favor of the Borrower in accordance with the Contribution Agreement or (ii) in favor of the Collateral Agent in accordance with this Agreement.

  • Defense of Title to Collateral Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

  • Defense of Title Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Credit Documents.

  • Notice of Title Defects Buyer shall provide Seller notice of all Title Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the Closing Date (the “Title Claim Date”). To be effective, such notice must (a) be in writing, (b) be received by Seller on or prior to the Title Claim Date, (c) describe the Title Defect in reasonable detail (including any alleged variance in the Net Revenue Interest or Working Interest), (d) identify the specific Asset or Assets affected by such Title Defect, (e) include the Title Defect Value, as reasonably determined by Buyer in good faith, and (f) comply with the limitations and Title Defect Value qualifications set forth in Section 4.14. Any matters identified by Buyer during the Examination Period that constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes and shall constitute Permitted Encumbrances and Assumed Obligations hereunder. Upon receipt of notices of Title Defects, the Parties shall meet and determine upon which of the Title Defects, Title Defect Values, and methods of cure the Parties have reached agreement. Upon the receipt of such notice from Buyer, Seller shall have the option, but not the obligation, for a period ending ninety (90) days after the Closing to cure such defect. If Seller should not elect to cure a Title Defect, and no aspect of such defect is reasonably in dispute, the Purchase Price shall be adjusted for such defect by the amount of the Title Defect Value.

  • Warranty of Title Seller warrants that at the time of signing this Agreement, Seller neither knows, nor has reason to know, of the existence of any outstanding title or claim of title hostile to the rights of Seller in the goods.

  • Evidence of Title Evidence that title to a REO is held by the Trustee shall be submitted by the Servicer to the Master Servicer and, if applicable, to the Primary Mortgage Insurer and/or the Pool Insurer, within ten Business Days after marketable title to such REO has been acquired.

  • Special Warranty of Title Seller shall warrant and defend the title to the Properties conveyed to Buyer against every person whomsoever lawfully claiming the Properties or any part thereof by, through or under Seller or its Affiliate, but not otherwise.

  • Protection of Title (a) The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). The Seller shall deliver (or cause to be delivered) to the Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

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