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.
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Defect Notice. To be effective, each Defect Notice asserting a claim for a Title Defect must be prepared in good faith (and the underlying alleged Title Defects must be asserted in good faith), delivered in writing and include the following:
(a) Vendor and Purchaser acknowledge that Purchaser has completed its due diligence a reasonably detailed description of the Purchased Assets alleged Title Defect and has provided Vendor with written notice the basis therefor;
(b) the Asset(s) affected by the Title Defect (the “Defect NoticeAsset”) 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 Allocated Value of 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.Asset(s);
(d) If if the Defects disclosed in the Title Defect Noticeis a Lien, which remain uncured by Vendor within the aforementioned thirty day period, in aggregate reduce the value Corporation’s estimate of the Purchased Assets by greater than $5,000,000 (which shall include DeMinimis Defects) but less than 20% of cost to remove 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.Lien;
(e) If the Defects disclosed estimated Title Defect Amount of the alleged Title Defect and the computations and information upon which Corporation’s good faith belief is based;
(f) to the extent Corporation has Knowledge thereof, the necessary curative action for the Title Defect; and
(g) any supporting documents in Corporation’s possession or control that are reasonably necessary for Contributor (as well as any experienced title attorney or examiner hired by Contributor) to verify the existence of the alleged Title Defect asserted in such Defect Notice and the estimated Title Defect Amount thereof. Following the delivery of any Defect Notice, which remain uncured by Vendor within Corporation shall promptly deliver any additional supporting documents that become available to Corporation with respect to the aforementioned thirty day periodapplicable Title Defect that it would have been required to include in the applicable Defect Notice pursuant to Clause (g) above. With respect to any Defect Notice, in aggregate reduce if such Defect Notice (i) is not timely delivered on or prior to the value expiration of the Purchased Assets by 20% Examination Period or more of (ii) does not meet the Purchase Pricerequirements set forth in Clauses (a) through (g) above in all material respects, both Purchaser subject to Section 10.4, such Defect Notice shall not be effective and Vendor any Title Defect asserted therein shall thereafter be deemed forever waived and Corporation shall have the no right to terminate this Agreement by written notice assert such Title Defect as the basis for an adjustment 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 PriceConsideration hereunder.
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