Title Defects; Environmental Defects; Transfer Restrictions Sample Clauses

Title Defects; Environmental Defects; Transfer Restrictions. In each case subject to the Title Threshold, the Environmental Threshold, the Title Deductible and the Environmental Deductible, as applicable, the sum of (i) all Title Defect Amounts determined under Section 6.5(a) or Section 6.7, less (ii) the sum of all Title Benefit Amounts determined under Section 6.5(b) or Section 6.7, plus (iii) the sum of all Environmental Defect Amounts for Environmental Defects determined under Section 6.6 or Section 6.7, plus (iv) the aggregate Allocated Value of the Company Assets that are to be retained by Seller at Closing as provided in Section 5.11, plus (v) unless Seller has substantially performed its obligations pursuant to an election under Section 5.13(a), the aggregate Damages of all Casualty Losses occurring between the Execution Date and the Closing, shall be less than twenty percent (20%) of the Unadjusted Purchase Price. For purposes of this Section 7.2(d), each of the Title Defect Amounts, Title Benefit Amounts and/or Environmental Defect Amounts, as applicable, shall equal an amount determined by the mutual agreement of the Parties or, if the Parties cannot agree and the sum of items (i), (ii), (iii), (iv) and (v) in this Section 7.2(d) (as determined by Purchaser acting reasonably and in good faith) is greater than twenty percent (20%) of the Unadjusted Purchase Price, such amount shall be determined by the applicable Defect Arbitrator, subject to the last sentence of Section 7.1(d);