Defect Notice Clause Samples

Defect Notice. If the Environmental Consultant identifies and Buyer claims one or more Environmental Defects in the course of its investigation, Buyer may, on or before 5:00 p.m., Mountain Time, on the Defect Notice Date, deliver to Seller one or more Environmental Defect Notices (as defined in Section 5.5). An Environmental Defect Notice must satisfy the following conditions precedent: such notice must (1) be in writing and be delivered no later than 5:00 p.m., Mountain Time, on the Defect Notice Date, (2) name the affected Asset or portion thereof (the “Environmental Defect Property”), (3) name the condition that constitutes, causes, or contributes to the Environmental Defect, (4) provide factual substantiation for the Environmental Defect, and (5) contain the Environmental Consultant’s good faith written estimates of the Remediation Costs which must describe in reasonable detail the Remediation proposed for the alleged Environmental Defect; provided, however, that the volume of documents delivered pursuant to this Section 5.1(b) shall not serve as any basis to dispute the validity of the Environmental Defect Notice. For the purpose of the preceding sentence, “factual substantiation for the Environmental Defect” means reports prepared by the Environmental Consultant. To give Seller an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use reasonable efforts to give Seller, once at the end of every two week period prior to the Defect Notice Date, written notice of all alleged Environmental Defects discovered by Buyer during the preceding (2) week period, which notice may be preliminary in nature and supplemented prior to the expiration of the Defect Notice Date; provided that failure to provide preliminary notice of an Environmental Defect shall not prejudice Buyer’s right to assert any Environmental Defect hereunder on or before the Defect Notice Date. Seller has the right, but not the obligation, to cure any claimed Environmental Defect on or before the Closing Date.

Defect Notice. The term "Defect Notice" shall mean that certain written notice from Customer to Vendor identifying discrepancies between the actual performance of an Enhancement or Update and the performance represented in the Documentation describing the purpose, utility or function of such Enhancement or Update.

Defect Notice. The term "Defect Notice" shall mean that certain written notice from Licensee to Licensor identifying discrepancies between the actual performance of the Software and the performance represented in the Documentation.

Defect Notice. Seller in good faith shall attempt to satisfy the objections set forth in the Defect Notice, if any, within ten (10) days after Seller’s receipt of the Defect Notice.

Defect Notice. (a) Vendor and Purchaser acknowledge that Purchaser has completed its due diligence of the Purchased Assets and has provided Vendor with written notice (the “Defect Notice”) to Vendor of any Defects disclosed by Purchaser pursuant to its due diligence review, which notice specified (i) the Defects in reasonable detail, (ii) the Purchased Assets affected by such Defects, and (iii) a bona fide estimate of the reduction in value of the Purchase Price as a result of such Defects. (b) In the 30 day period following the receipt by Vendor of the Defect Notice, (i) Vendor shall have the right to cure or remedy any alleged deficiency to Purchaser’s reasonable satisfaction, and (ii) Vendor and Purchaser will attempt to agree upon whether the alleged deficiencies are Defects and the reduction in value as a result of such Defects. To the extent that Vendor and Purchaser cannot agree on such matters, the matters shall be determined in accordance with Article 14. (c) If the Defects disclosed in the Defect Notice, which remain uncured by Vendor within the aforementioned thirty day period, in aggregate reduce the value of the Purchased Assets by $5,000,000 (which shall include DeMinimis Defects) or less, Purchaser shall complete the purchase of the Purchased Assets without any adjustment to the Purchase Price on account of such Defects. (d) If the Defects disclosed in the Defect Notice, which remain uncured by Vendor within the aforementioned thirty day period, in aggregate reduce the value of the Purchased Assets by greater than $5,000,000 (which shall include DeMinimis Defects) but less than 20% of the Purchase Price (which shall include DeMinimis Defects), Purchaser shall complete the purchase of the Purchased Assets and the Purchase Price shall be reduced by the full amount of such reduction. (e) If the Defects disclosed in the Defect Notice, which remain uncured by Vendor within the aforementioned thirty day period, in aggregate reduce the value of the Purchased Assets by 20% or more of the Purchase Price, both Purchaser and Vendor shall have the right to terminate this Agreement by written notice to the other Party no later than five Business Days following the aforementioned thirty day period. Failure to provide such notice shall be conclusively deemed to be an election to waive all uncured Defects and to proceed with the Closing at the Purchase Price.

Defect Notice. Where the Operator discovers a Defect during the relevant Defects Liability Period, the Operator must immediately notify the State Representative of the Defect.

Defect Notice. Each Defect Notice asserting a claim for a Title Defect or Environmental Defect with respect to any Lease of Lavaca or Unit shall be in writing and shall include: (i) a description in reasonable detail of the alleged Title Defect or Environmental Defect; (ii) each Lease of Lavaca or Unit affected by the alleged Title Defect or Environmental Defect; (iii) the aggregate Allocated Value of each Lease of Lavaca or Unit affected by the alleged Title Defect or Environmental Defect; (iv) if the Title Defect involves Deficiency Acres in a Lease of Lavaca, the number and location of such Deficiency Acres; (v) if the Title Defect is a Lien, Buyer’s good faith estimate of the cost to remove such Lien; (vi) any supporting documents in Buyer’s possession and a summary of any documents not in Buyer’s possession, in each case, that are reasonably necessary for Seller (as well as any experienced title attorney, examiner or environmental consultant or advisor hired by Seller) to verify the existence and magnitude of the alleged Title Defect or Environmental Defect; and (vii) the amount by which Buyer reasonably believes the Allocated Value of such Lease of Lavaca or Unit is reduced by the alleged Title Defect or Environmental Defect and the computations and information upon which Buyer’s belief is based.

Defect Notice. The term “Defect Notice” shall mean that certain written or electronic notice from Licensee to CIT identifying Defects.

Defect Notice. Each Defect Notice asserting a claim for a Title Defect must be in writing and include the following: (a) a description of the alleged Title Defect; (b) the ▇▇▇▇▇ and Leases affected by the Title Defect; (c) the Allocated Values of the ▇▇▇▇▇ or Leases subject to the alleged Title Defect; (d) if the Title Defect involves Deficiency Acres, the number of Deficiency Acres; (e) if the Title Defect is a Lien, Buyer’s reasonable best estimate of the cost to remove the Lien; (f) supporting documents, as available to Buyer, reasonably necessary for Seller (as well as any experienced title attorney or examiner hired by Seller) to verify the existence of the alleged Title Defect; and (g) the estimated Title Defect Amount of the alleged Title Defect and the computations of such Title Defect Amount.