DEFECT IN TITLE Sample Clauses

A Defect in Title clause addresses situations where the seller does not have clear or valid ownership of the property or asset being transferred. This clause typically outlines the buyer's rights and remedies if a defect in the seller's title is discovered, such as requiring the seller to correct the defect or allowing the buyer to terminate the agreement and recover any payments made. Its core function is to protect the buyer from legal or financial risks associated with unclear or disputed ownership, ensuring that the buyer receives good and marketable title.
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DEFECT IN TITLE. 14.1 Defect in title of the Supplier There is defect in title to the Supplier’s proprietary rights if third party rights regarding the SaaS-services are infringed due to circumstances for which the Supplier is responsible. To the extent anyone files a claim stating that the delivery under this Agreement is infringing their copyright, title or other intellectual property rights in Norway, the Supplier shall ensure that necessary rights are maintained or procured, or shall undertake that similar software/functionality is procured without extra cost to or operational disruption for the Customer. If none of these options in the Supplier's reasonable opinion are suitable, the Supplier may claim that the relevant service shall cease, simultaneously as the current fees shall be proportionately reduced. If a claim is made by any third party against the Customer based on infringement of such third party’s rights related to circumstances on the part of the Supplier, the Supplier shall at its own cost defend against such action on behalf of the Customer. As from the moment the Supplier takes over the case from the Customer, the Customer shall assist the Supplier, subject to its costs being covered by the Supplier, but shall not be a separate party to such proceedings. No claims based on defects in copyright, title or other intellectual property rights may be made against the Supplier other than as expressly provided above. 14.2 Defect in title of the Customer There is defect in title to the Customer’s proprietary rights, if third party rights regarding the SaaS-services are infringed due to circumstances for which the Customer is responsible. To the extent a third party claims that the use of Software which the Customer has transferred to the Supplier, is infringing any third parties’ rights, the Customer shall ensure that necessary rights are maintained or procured, or shall undertake that similar software/functionality is procured, without extra cost to or operational disruption being caused to the Supplier. If a claim is made by any third party against the Supplier based on infringement of such third party’s rights, for which the Customer has the risk, the Customer shall at its own cost defend against such action on behalf of the Supplier. As from the moment the Customer takes over the case from the Supplier, the Supplier shall assist the Customer, subject to its costs being covered by the Customer, but shall not be a separate party to such proceedings, unless the...
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DEFECT IN TITLE. Subject to the limitation of liability set out in clause 21, Strex shall indemnify the Merchant for any direct loss incurred by the Merchant as a result of a breach of a third party’s intellectual property rights caused solely by the Merchant’s use of Strex’ Messaging Service and due to no fault of the Merchant itself. The obligation to indemnify the Merchant is contingent upon the Merchant notifying Strex about the claim in writing without undue delay, giving full information about the claim in question. The Merchant is responsible for the defense of the claim, unless Strex requests that it shall handle the defense of the claim itself at its own cost with prior consent of the Merchant, which shall not be unreasonably withheld or delayed. Each of the parties shall provide reasonable assistance to the other party in connection with the defense of the claim. None of the parties shall settle the claim or enter into settlement negotiations without the other party’s prior written consent, which shall not be unreasonably withheld or delayed.
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DEFECT IN TITLE. 10.5.2.1 Third party rights The Supplier shall deliver the Contract Object free of any third party claims that are not described in the Contract and shall indemnify the Buyer from any form of third party claims relating to the Contract Object.
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DEFECT IN TITLE. 1Any claim for coverage of direct loss incurred by the Merchant itself, as a result of compensation awarded for a breach of a third party's intellectual property rights solely as a result of the Merchant's use of Strex’ Payment Service and due to no fault of the Merchant itself, will be compensated by Strex to the extent the breach applies to intellectual property rights in Norway and the Merchant notifies Strex immediately, providing full information about the claim in question. In such cases, Strex will have a full right to, at own expense, defend the claim in the event of a legal dispute, including entering into a settlement agreement, if applicable in collaboration with a third party.
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DEFECT IN TITLE. The BUYER shall have five (5) days after such delivery of title insurance commitment to specify objections to the title in writing and deliver the same to the SELLER or transaction broker. The SELLER shall correct any such defects within sixty (60) days from the date of delivery of such objections. Any defects appearing in the title commitment and not so to objected (except liens of record which can be removed as of course by the payment of money), shall be deemed waived but only insofar as correction under the title commitment is concerned. If any of said defects so noted are not corrected within the sixty (60) day period aforementioned, then this contract shall be null and void (at the option of the BUYER) and the ▇▇▇▇▇▇▇ money deposit shall be returned to the BUYER.
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DEFECT IN TITLE. Right to Cure. If the representations and warranties to any part of the claims listed on Exhibit "A-1" or the Underlying Agreements are defective or less than as represented in Section 2.2, Cyprus shall have the right, but not the obligation to undertake to cure such defects or to defend or to initiate litigation to defend such defects. Cyprus shall have the right to collect from ICMC or to credit against any and all payments and/or Exploration Expenditures payable under this Agreement 100% of any and all costs incurred by Cyprus in connection with any action to cure or defend the Property.
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DEFECT IN TITLE. The Purchaser, on behalf of itself and its assigns, does not have or ceases to have a valid and perfected ownership interest in the Purchased Assets free of all Adverse Claims, in each case, for any reason other than the failure of the Purchaser to take any action within its control; or
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DEFECT IN TITLE 
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Related to DEFECT IN TITLE

  • Title Defect (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the ▇▇▇▇▇▇▇ Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing. (b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).

  • Title Defects 9.1 Purchaser shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

  • Environmental Defects If Buyer determines that with respect to the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.10) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim Date.

  • Title The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

  • DEFECT LIABILITY It is agreed that in case any structural defect or any other defect in workmanship, quality or provision of services or any other obligations of the Promoter as per the agreement for sale relating to such development is brought to the notice of the Promoter within a period of 5 (five) years by the Allottee from the date of handing over possession, it shall be the duty of the Promoter to rectify such defects without further charge, within 30 (thirty) days, and in the event of Promoter's failure to rectify such defects within such time, the aggrieved Allottees shall be entitled to receive appropriate compensation in the manner as provided under the Act.