Common use of Notices of Title Defects Clause in Contracts

Notices of Title Defects. Buyer shall give Seller a written “Title Defect Notice” as soon as possible but no later than the fifth business day prior to Closing (the “Title Defect Date”). Each Title Defect Notice must be in writing and must satisfy the following conditions precedent: (i) name the affected Asset; (ii) describe each Title Defect in reasonable detail; (iii) describe the basis for each Title Defect; (iv) attach Supporting Documentation; (v) state the Allocated Value of the affected Asset; (vi) state Buyer’s good faith estimate of the Title Defect Value. For the purposes of this Section, “Supporting Documentation” for a particular Title Defect means if the basis is derived from any document, a copy of such document (or pertinent part thereof) or if the basis is derived from any gap in Seller’s chain of title, the documents preceding and following the gap shall be attached, or in any case, other reasonable written documentation.

Notices of Title Defects. Buyer shall give Seller deliver to Seller, no later than 60 days after the date of execution of this Agreement (the "Title Defect Date"), a written “"Title Defect Notice” as soon as possible but no later than the fifth business day prior to Closing (the “Title Defect Date”)". Each Title Defect Notice must be in writing and must satisfy the following conditions precedent: (i) name the each affected Asset; (ii) describe each Title Defect in reasonable detail; (iii) describe the basis for each Title Defect; (iv) attach Supporting Documentation, if any; (v) state the Allocated Value of the affected Asset; and (vi) state Buyer’s 's good faith estimate of the Title Defect Value which shall not exceed the Allocated Value. For the purposes of this SectionArticle, “"Supporting Documentation” " for a particular Title Defect means if the basis is derived from any document, a copy of such document (or pertinent part thereof) or if the basis is derived from any gap in Seller’s 's chain of title, the documents preceding and following the gap shall be attached, or in any case, any other reasonable written documentationdocumentation that may exist.