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.
Title Defects has the meaning set forth in Section 5.15(b).
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Title Defect Property has the meaning set forth in Section 6.2(a).
Title Defect Notice shall have the meaning set forth in Section 11.2(a).
Second Closing has the meaning set forth in Section 2.2.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Title Objection shall have the meaning assigned thereto in Section 8.5.
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Title Objections has the meaning ascribed to such term in Section 6.2(a).
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
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:
Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Subsequent Closing has the meaning set forth in Section 3.2.
RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.
VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.
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.
Second Closing Date has the meaning set forth in Section 1.3.