Defect Date definition

Defect Date means 5:00 p.m., Central Standard Time on the fifth (5th) calendar day prior to the Closing Date.
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Defect Date. Buyer's notice of Defects (herein called a "DEFECT NOTICE") must include (i) a brief description of the matter constituting the Defect so asserted, (ii) the title opinion, other reports of experts, or other documentation on which Buyer's assertion of a Defect is based, (iii) such supporting documents reasonably necessary for Seller (or a title attorney retained by Seller, if applicable,) to verify the existence of any such Defect, and (iv) Buyer's estimate of the diminution in the sum to be paid at Closing resulting from such alleged Defect. Such Defects of which Buyer so provides a Defect Notice prior to the Defect Date are herein called "ASSERTED DEFECTS". All matters which might constitute a Defect other than Asserted Defects will be deemed waived for all purposes under this Agreement. In the event that Buyer notifies Seller of Asserted Defects, Seller (i) shall have the right (but not the obligation) to attempt to cure, prior to Closing, such Asserted Defects; (ii) shall have the right (which may be exercised at any time before the Closing Date) to require that the Closing take place, deposit the Purchase Price paid by Buyer and attributable to the Assets having the Asserted Defects in an escrow account and attempt to cure one or more Asserted Defects after the Closing; (iii) shall have the right to elect not to cure the Asserted Defect and adjust the Purchase Price as set forth in Section 7 below; and (iv) shall have the right in lieu of curing or attempting to cure an Asserted Defect, to elect, at any time prior to Closing, to indemnify and hold Buyer harmless from and against any actual damages or loss (but specifically excluding consequential, special, punitive, or similar damages) Buyer may suffer as a result of a third party claim based on such Asserted Defect. Each such Asserted Defect shall be treated under this Agreement as cured. Should the title opinion or other materials reviewed by Buyer indicate that Seller has a higher "NET REVENUE INTEREST" (as hereinafter defined) than that specified on Exhibit B, then Buyer shall inform Seller of the same as soon as possible, but in any event not later than five (5) days prior to the Closing.
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Defect Date has the meaning given it in Section 5.1(a).
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Examples of Defect Date in a sentence

  • The Party who discovers the Additional Interest shall give the other Party written notice of the Additional Interest as soon as possible, but in no event later than the Title Defect Date.

  • Buyer shall give Seller written “Notice of Title Defects” as soon as possible but no later than 5:00 p.m., Central Time, on the Defect Date, provided that Buyer shall notify Seller of possible Title Defects as soon as reasonably practicable after Buyer becomes aware of the same.

  • The party who discovers Additional Interest shall give the other party written notice of the Additional Interest as soon as possible, but in no event later than the Title Defect Date.

  • If as a result of such examinations and investigations Buyer identifies any matters that constitute Defects, and if there are any Defects that Buyer is unwilling to waive, Buyer must notify Seller of such Defects ("Defect Notice") promptly following its discovery of such Defects, but in no event later than April 24, 2000 ("Defect Date").

  • Buyer will make reasonable efforts to communicate to Seller Title Defects promptly after they are discovered, but Buyer shall not be precluded from claiming any Title Defects as long as Buyer notifies Seller on or prior to the Title Defect Date.

  • If ASSIGNEE notifies ASSIGNOR of any Adverse Environmental Condition following the Closing and prior to the Environmental Defect Date as provided in Section 5.3.3, and ASSIGNOR fails to cure the Adverse Environmental Condition no later than ten (10) business days following the Environmental Deadline Date, ASSIGNEE and ASSIGNOR will have the following rights and remedies with respect to the uncured Adverse Environmental Condition(s) in the Property, unless the parties otherwise agree in writing.

  • Buyer shall give Seller a written "Title Defects Notice" as soon as possible but no later than 5:00 p.m. Mountain Time on December 12, 2006 (the "Title Defect Date").

  • To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to give Seller, on or before Friday of each calendar week after the execution of this Agreement and until the Title Defect Date, written notice of all Title Defects discovered by Buyer during the calendar week preceding the calendar week then ending, which may be preliminary in nature and supplemented prior to or on the Title Defect Date.

  • Buyer shall have until November 1, 2011 as of 5:00 pm (C.D.T.) where the Properties are located (the "Defect Date") to review and inspect the Properties and to notify Seller of any Defect (as defined below).

  • Buyer may not give notice of any Defects after the Defect Date, and must accept all Defects, if any, discovered after the Defect Date.


More Definitions of Defect Date

Defect Date is defined in Section 10.1(a). ---------------
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Related to Defect Date

  • Title Defect Amount means, with respect to a Title Defect Property, the amount by which such Title Defect Property is impaired as a result of the existence of one or more Title Defects, which amount shall be determined as follows:

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Defect Notice shall have the meaning specified in Section 3.2 of this Agreement.

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).

  • Environmental Defect Notice shall have the meaning set forth in Section 12.1(a).