Pre-Closing Deductible Subject Environmental Defect means an Environmental Defect that was asserted by Buyer pursuant to Section 8.3(c) but for which no adjustment to the Purchase Price was made as a result of the provisions of Section 8.4(b).
Environmental Defect Value means, with respect to any Environmental Defect, the value, as of the Closing Date, of the estimated costs and expenses to correct such Environmental Defect in the most cost-effective manner reasonably available, consistent with Environmental Laws, taking into account that non-permanent remedies (such as mechanisms to contain or stabilize hazardous materials, including monitoring site conditions, natural attenuation, risk-based corrective action, institutional controls or other appropriate restrictions on the use of property, caps, dikes, encapsulation, leachate collection systems, etc.) may be the most cost-effective manner reasonably available.
Environmental Defect means, with respect to any given Asset, a material violation of Environmental Laws in effect as of the Effective Time in the jurisdiction in which such Asset is located.
Environmental Defect Notice shall have the meaning set forth in Section 12.1(a).
Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above
Title Defect Amount means the amount by which the Allocated Value of the Title Defect Property affected by such Title Defect is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:
Title Defects has the meaning set forth in Section 5.15(b).
Casualty Loss means, with respect to any item of Equipment, the loss, theft, damage beyond repair or governmental condemnation or seizure of such item of Equipment.
Title Defect Property has the meaning set forth in Section 6.2(a).
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Title Defect Notice shall have the meaning set forth in Section 11.2(a).
Title Defect as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Interests (excluding Permitted Encumbrances), that alone or in combination with other defects renders Seller’s title to the Interests or part thereof less than Defensible Title.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Seller Losses shall have the meaning set forth in Section 9.1(b).
Buyer Losses has the meaning set forth in Section 10.1(a).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Assumed Environmental Liabilities has the meaning specified in Section 7.4.
Environmental Losses means all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.
Material Project EBITDA Adjustments means, with respect to each Material Project:
Covered Environmental Losses means all environmental losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, costs and expenses of any Environmental Activity, court costs and reasonable attorney’s and experts’ fees) of any and every kind or character, by reason of or arising out of:
Environmental Loss means any loss, cost, damage, liability, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees, engineering and other professional or expert fees), investigation, removal, cleanup and remedial costs (voluntarily or involuntarily incurred) and damages to, loss of the use of or decrease in value of the Equipment arising out of or related to any Adverse Environmental Condition.
Title Benefit Amount has the meaning set forth in Section 6.2(d).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Material Defect As defined in Section 2.02(c) hereof.
Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.