Title Failure Sample Clauses

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Title Failure. Any item that Sellers acknowledges is a Title Defect but that Sellers are unwilling to cure shall be deemed a title failure ("Title Failure") and, subject to Section 10.9 below, the Purchase Price shall be reduced for such Title Defect pursuant to Section 2.3 unless, in Sellers' reasonable judgment, it is unlikely that material losses, costs, expenses and liabilities will be experienced with respect to such Title Defect and Sellers agree to indemnify Buyers with respect thereto.
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Title Failure. 8.1. Any loss caused by title failure for any reason shall be borne solely by Seller. 8.2. Any title failure prior to disbursement of any portion of complete Purchase Price to Seller shall allow EF VC2 to terminate this Agreement immediately with no further obligations to rework ▇▇▇▇▇ or additional ▇▇▇▇▇. 8.3. If a title failure cannot be borne entirely by Seller, Seller shall reimburse EF VC2 an amount equal to the Purchase Price reduced to the percentage of the Subject Property lost.
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Title Failure. In the event of any Title Failure, TCG Member’s sole remedy with respect to any such Title Failure shall be to proceed with the Closing with those portions of the Properties that are subject to such Title Failure excluded from the Properties to be conveyed to the Subsidiary LLC and receive a reduction in the TCG Member Contribution by the value of the Properties so excluded (“Title Failure Carveout”). In the event PC Member and TCG Member cannot agree as to the amount of diminution in value of the Property excluded from the transaction, the provisions of Article 10 shall apply. Any such excluded acreage shall be aggregated with such surrounding acreage as may be reasonably necessary to create an economically feasible and marketable parcel, in PC Member’s sole discretion, of not less than 40 acres in size. In the event of any such carve-outs, PC Member shall reserve or TCG Member shall grant such rights for ingress, egress and utilities as may be required to access such parcel.
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Title Failure. Sellers shall have until February 14, 2000 in which to attempt to cure any Title Defect or to advise Buyer of their inability to do so or their election not to do so. Any Title Defect that Sellers are unwilling to cure shall be deemed a title failure ("Title Failure")
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Title Failure. Any item that CECI acknowledges is a Title Defect but that CECI is unwilling to cure shall be deemed a title failure ("Title Failure") and, subject to Section 10.9 below, the Adjusted ▇▇▇▇▇ Ranch Payment shall be reduced for such Title Defect pursuant to Section 2.2 unless, in CECI's reasonable judgment, it is unlikely that material losses, costs, expenses and liabilities will be experienced with respect to such Title Defect and CECI agrees to indemnify P&L LP with respect thereto. Any item that P&L Inc. acknowledges is a Title Defect but that P&L Inc. is unwilling to cure shall be deemed a title failure ("Title Failure") and, subject to Section 10.9 below, the Adjusted Frisco City Payment shall be reduced for such Title Defect pursuant to Section 2.3 unless, in P&L Inc.'s reasonable judgment, it is unlikely that material losses, costs, expenses and liabilities will be experienced with respect to such Title Defect and P&L Inc. agrees to indemnify CECI with respect thereto.
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Title Failure. Seller shall have the right but not the obligation to cure any Title Defect. Any item that Seller acknowledges is a Title Defect but that Seller is unwilling to cure shall be deemed a title failure ("Title Failure") unless, in Seller's reasonable judgment, it is unlikely that material losses, costs, expenses and liabilities will be experienced with respect to such Title Defect and Seller agrees to indemnify Buyer with respect thereto.
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Related to Title Failure

  • Payment Failure Any Credit Party (i) fails to pay any principal when due under this Agreement or (ii) fails to pay, within three Business Days of when due, any other amount due under this Agreement or any other Credit Document, including payments of interest, fees, reimbursements, and indemnifications;

  • Title Defects 9.1 Purchaser shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

  • 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.

  • 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.