Nature of Defects Clause Samples

Nature of Defects. The term “Defect” as used in this Section shall mean the following:
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Nature of Defects. The term “Defect” as used in this Agreement shall mean the following:
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Nature of Defects. The term "DEFECT" as used in this Section shall mean the following:
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Nature of Defects. The term Defect as used in this Section shall mean the inaccuracy of (i) any representation or warranty of Seller set forth herein or (ii) any historical financial and statistical data identified in Schedule 5.2.
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Nature of Defects. The term “Defect” as used in this Section shall mean the following; provided, however, that Permitted Encumbrances (as hereinafter defined) shall not constitute Defects:
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Nature of Defects. Should, as a result of such examinations and investigations, or otherwise, one or more matters come to Buyer’s attention which would constitute a Defect (as below defined), and should there be one or more of such Defects which Buyer is unwilling to waive and close the transaction contemplated hereby notwithstanding the fact that such Defects exist, Buyer shall notify Seller in writing of such Defects (such Defects of which Buyer so provides notice are herein called “Asserted Defects”) as soon as the same are identified by Buyer, but in no event later than 5:00 p.m. Central Standard Time on the business day prior to the Closing (“Defect Date”). Such notification shall include, for each Asserted Defect, (1) a description of the Asserted Defect and the ▇▇▇▇▇ and/or Units and/or Undeveloped Lease (as defined herein) listed on Exhibit A-1 or Exhibit A-3 to which it relates and all supporting documentation reasonably necessary to fully describe the basis for the Defect, (2) for each applicable Well or Unit, the size of any variance from “Net Revenue Interest” or “Working Interest” which does or could result from such Asserted Defect, (3) for each Undeveloped Lease, the size of any variance from the Net Leasehold Acres shown on Exhibit A-3 for such Undeveloped Lease, as defined herein, which does or could result from such Asserted Defect and (4) the amount by which Buyer would propose to adjust the Purchase Price. All Defects with respect to which Buyer fails to so give Seller notice by the Defect Date will be deemed waived for all purposes including, without limitation, any breach of representation, warranty or covenant hereunder. All access to Seller’s records and the Properties in connection with such due diligence shall be subject to Section 5(a) (including, without limitation, the exculpation and indemnification provisions contained in Section 5(a)(iii)). The term “Defect” as used in this Section shall mean the following:
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Nature of Defects. The term “Defect” as used in this Agreement shall mean the following; provided, however, that Permitted Encumbrances shall not constitute Defects:
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Related to Nature of Defects

  • REMEDY OF DEFECTS (a) The BUILDER shall remedy, at its expense, any defects, against which the VESSEL is guaranteed under this Article, by making all necessary repairs or replacements at the SHIPYARD or elsewhere as provided for in (b) hereinbelow. In such case, the VESSEL shall be taken at the BUYER's cost and responsibility to the place selected, ready in all respects for such repairs or replacements and in any event, the BUILDER shall not be responsible for towage, dockage, wharfage, port charges and anything else incurred for the BUYER's getting and keeping the VESSEL ready for such repairing or replacing. (b) However, if it is impractical (which shall include, but not be limited to, an emergency) to bring the VESSEL to the SHIPYARD, the BUYER may cause the necessary repairs or replacements to be made elsewhere which is deemed by the BUYER with the consent of the BUILDER which shall not be unreasonably withheld, to be suitable for the purpose, provided that, in such event, the BUILDER may forward or supply replacement parts or materials under the terms described in (c) hereinbelow, unless forwarding or supplying thereof under the terms described in (c) hereinbelow would impair or delay the operation or working schedule of the VESSEL. In the event that the BUYER proposes to cause the necessary repairs or replacements to be made to the VESSEL at any shipyard or works other than the SHIPYARD, the BUYER shall first (but in all events as soon as reasonably possible) give the BUILDER notice by email or facsimile of the time and place such repairs will be made, and if the VESSEL is not thereby delayed, or her operation or working schedule is not thereby impaired, the BUILDER shall have the right to verify by its own representative(s) the nature and extent of the defects complained of. The BUILDER shall, in such case, promptly advise the BUYER by email or facsimile, after such examination has been completed, of its acceptance or rejection of the defects as ones that are covered by the guarantee herein provided. Upon the BUILDER's acceptance of the defects as justifying remedy under this Article, or upon award of the arbitration so determining, the BUILDER shall compensate the BUYER an amount equal to the reasonable cost of making the same repairs or replacements at the SHIPYARD. (c) In the event that it is necessary for the BUILDER to forward a replacement for a defective part under this guarantee, replacement parts shall be shipped to the BUYER under the C.I.F terms to the BUYER's nominated port. The BUILDER reserves the option to retrieve, at the BUILDER's cost, any of the replaced equipment/parts in case defects are remedied in accordance with the provisions in this Article. (d) Any dispute under this Article shall be referred to arbitration in accordance with the provisions of Article XIII hereof.

  • Notice of Defects If, based on Consulting Engineer/Architect's involvement during the construction phase, Consulting Engineer/Architect observes or otherwise becomes aware of any defect in the work, he shall give prompt written notice to City of such defects and their approximate location on the Project. However, Consulting Engineer/Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions, inspections and programs in connection with the work, since these are solely the contractor's responsibility under the contract for construction. Consulting Engineer/Architect shall not be responsible for the contractor's schedules or failure to carry out the work in accordance with the Contract Documents. Consulting Engineer/Architect shall not have control over or charge of acts or omissions of the contractor, contractor's subcontractors, or their agents or employees.

  • Correction of Defects 35.1 The Engineer shall give notice to the Contractor of any Defects before the end of the Defects Liability Period, which begins at Completion and is defined in the Contract Data. The Defects Liability Period shall be extended for as long as Defects remain to be corrected. 35.2 Every time notice of a Defect is given, the Contractor shall correct the notified Defect within the length of time specified by the Engineer’s notice.

  • Latent Defects Notwithstanding anything to the contrary set forth herein, no acceptance, or deemed acceptance, by City pursuant to this Section shall be applicable with respect to any Latent Defects. An acceptance, or deemed acceptance, by City pursuant to this Section shall not mean that City has accepted, or the other party has been relieved of, responsibility for: (i) compliance with the Laws; (ii) the proper application of construction means or methods; or (iii) correcting any portion of the Project if it later is determined that any portion of the Project is inconsistent with the Final Documents and Drawings.

  • Defects If either party become aware of 5.4.1 any possible, actual or potential defect, containment, fault or other condition in Milk supplied under this Agreement; 5.4.2 any matter that may impact upon compliance with any health standard, public policy or code; 5.4.3 any matter which may affect compliance with any law or regulatory health standard; that party must, as soon as possible, advise the other party of the particulars of any such issue. The parties must cooperate, to the fullest extent possible, to diminish any risk to the public arising from a defect in Milk.