Remedy for Title Failure Clause Samples

The "Remedy for Title Failure" clause outlines the actions and solutions available if a seller cannot provide clear and marketable title to a property as required by the agreement. Typically, this clause specifies the buyer's rights, such as demanding correction of the title defect, receiving a price reduction, or even terminating the contract if the issue cannot be resolved within a set timeframe. Its core function is to protect the buyer from inheriting legal or financial problems related to defective title, ensuring that ownership can be transferred without encumbrances or disputes.
Remedy for Title Failure. In the event of any Title Failure (and subject to the closing conditions set forth in Section 10.1(d)), the Company, at its sole election, shall elect to either (A) proceed to the Closing with those portions of the Timberlands that are subject to such Title Failure excluded from the Timberlands to be contributed and conveyed to the Contribution LLC or to the Sale LLC (a “Title Failure Carveout”), or (B) proceed to the Closing with the Contribution LLC or the Sale LLC, as applicable, accepting title (as limited or impacted by the applicable Title Failure(s)) to those portions of the Timberlands that are subject to such Title Failure, in which case such Title Failure shall be deemed to constitute a Permitted Exception. If the Company makes the election under subclause (A) above, then the PC Contribution Amount or the Purchase Price shall be adjusted as set forth in Section 2.2(a). If the Company makes the election under subclause (B) above, then there shall be no adjustment to the PC Contribution Amount or the Purchase Price as a result of such Title Failure or Title Failure Carveout, as applicable. Notwithstanding the foregoing, each Title Failure Carveout in which one of the PC Entities (or one of their Affiliates) has an interest shall be designated in a manner reasonably approved by the Parties, shall contain at least forty (40) acres (or such lesser amount, as reasonably determined by the Parties, if the applicable Title Failure Carveout is within operating proximity of other timberlands owned by Plum Creek and/or its Affiliates which are not included in the Timberlands and such lesser amount will not trigger penalties, fees or “rollback” taxes under applicable property tax current use programs) and shall provide the applicable PC Entity with reasonable access to such Title Failure Carveout.
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Remedy for Title Failure. In the event of any Title Failure (other than any Title Failure where the fair market value of the applicable parcel, determined as provided in clause (v) below, is less than $25,000 (a “Small Title Failure”)), Buyer’s sole and exclusive remedy, subject to Section 1.7, Section 6.2(g) and Section 8.1(e), shall be to adjust the Purchase Price downward by the fair market value of the property subject to such Title Failure as provided in Section 1.6(b)(v) and such Title Failure shall be a Permitted Exception. Nothing in this Section 1.6(b)(ii) is intended to override the condition to Closing contained in Section 6.2(g) or the termination right in Section 8.1(e).
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Remedy for Title Failure. In the event of any Title Failure, the relevant Buyer Parent’s sole remedy with respect to any such Title Failure shall be to receive a Purchase Price adjustment as described in Sections 2.3(b)(iv) and such Buyer Parent shall, or shall cause the relevant Cash Entity or Timber Entity to, proceed to the Closing with those portions of the Owned Timberlands or Leasehold Interests that are subject to such Title Failure excluded from the Purchased Real Property Assets to be conveyed to such Cash Entity at the Closing or to the relevant Timber Entity immediately prior to the Closing, as the case may be, (a “Title Failure Carveout”). Notwithstanding the foregoing, each Title Failure Carveout in which Seller has an interest shall contain at least 20 acres and provide the Selling Parties with reasonable access to such Title Failure Carveout.
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Remedy for Title Failure. In the event of any Title Failure, Purchaser’s sole remedy, subject to the post-Closing cure provisions of Section 1.6(c)(v) and the Substitute Timberlands provisions of Section 1.6(f), with respect to any such Title Failure shall be to adjust the Purchase Price by the fair market value of such Timberlands as determined in accordance with the provisions of Exhibit B and the Parties shall proceed to the Closing with those portions of the Timberlands that are subject to such Title Failure excluded from the Timberlands to be conveyed to Purchaser (a “Title Failure Carveout”). Notwithstanding the foregoing, each Title Failure Carveout in which Seller has an interest shall contain at least 40 acres and provide Seller with reasonable access to such Title Failure Carveout.
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Related to Remedy for Title Failure

  • Remedy for failure to insure If the Concessionaire shall fail to effect and keep in force all insurances for which it is responsible pursuant hereto, the Authority shall have the option to either keep in force any such insurances, and pay such premia and recover the costs thereof from the Concessionaire, or in the event of computation of a Termination Payment, treat an amount equal to the Insurance Cover as deemed to have been received by the Concessionaire.

  • Remedies for Title Defects (a) With respect to each Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

  • Epidemic Failure Remedy If an Epidemic Failure occurs, all costs, including but not limited to, replacement Products, parts, upgrades, materials, labor, transportation and inventory replacement arising from an Epidemic Failure shall be borne by Supplier, regardless of whether DXC initiates a field stocking recall or customer-based recall or retrofit, including Products in distributor inventory and DXC’s installed base. Supplier, at its expense, will ensure that such Products, parts or upgrades have the highest shipping priority. DXC reserves the right to procure, upon terms it deems appropriate, similar products to substitute the affected Products, and Supplier shall promptly reimburse DXC for all costs, charges, prices and fees paid in purchasing the substitute products.

  • Epidemic Failure Warranty Supplier warrants all Products against Epidemic Failure for a period of three years after DXC’s Acceptance. Epidemic Failure means the occurrence of the same failure, defect, or non-conformity with an Order in 2% or more of Products within any three-month period.

  • Equipment Failures In the event of equipment failures beyond the Administrator's control, the Administrator shall take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.