Title Defect Adjustment definition

Title Defect Adjustment is defined in Section 4.2(d)(2).
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Title Defect Adjustment means an amount agreed upon by Buyer and Seller as being the value of such Title Defect; taking into consideration the Allocated Value of the Subject Interests subject to such Title Defect, the portion of the Subject Interests subject to such Title Defect and the legal effect of such Title Defect on the Subject Interests affected thereby.
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Title Defect Adjustment means an adjustment to the Purchase Price with respect to Title Defects, without duplication and net of any Title Benefits, in each case as provided, and subject to the limitations set forth in Article 4 .
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Examples of Title Defect Adjustment in a sentence

  • Interest Additions shall be offset against Title Defect Values in determining the Title Defect Adjustment, if any, as provided in Section 5.6(c).

  • If Seller and Purchaser agree on the existence and value of any Interest Addition, then the value of such Interest Addition shall be the agreed upon value for purposes of determining the Title Defect Adjustment, if any.

  • Title Benefits may be asserted hereunder for the purposes of offsetting (x) any Defect Amounts used to determine the Title Defect Adjustment Amount pursuant to Section 6.4(d) and (y) Defect Amounts used to determine whether the closing condition in Section 7.2(e) has been satisfied.

  • If, before the Closing Date, Seller and Purchaser agree on the existence and Title Defect Values of all Open Title Defects, and the existence and value of all Interest Additions, then the amount of the Title Defect Adjustment, if any, shall be deducted from the Base Purchase Price at the Closing, and shall be reflected in the Closing Amount.

  • If Seller and Purchaser agree on the existence and Title Defect Value of any such Open Title Defect, then the Title Defect Value for such Open Title Defect shall be the agreed Title Defect Value for purposes of determining the Title Defect Adjustment, if any.

  • The Title Defect Adjustment Amount shall be recalculated as part of the final determination of the Adjusted Purchase Price under Section 8.4(b) to take into account the resolution of any Title Defects that are Disputed Defects and Disputed Title Benefits pursuant to Section 6.4(f).

  • If the aggregate Defect Amount of all Environmental Defects (disregarding any Defect whose Defect Amount is less than $60,000) exceeds 1.5% of the Unadjusted Purchase Price, then the Unadjusted Purchase Price shall be reduced to the extent (and only to the extent) such excess exceeds 1.5% of the Unadjusted Purchase Price (such excess amount, if any, the “Environmental Defect Adjustment Amount”, and together with the Title Defect Adjustment Amount, “Defect Adjustment Amount”) pursuant to Section 3.4(b)(vi).

  • The Title Defect Adjustment Amount shall be recalculated as part of the final determination of the Adjusted Purchase Price under Section 8.4(b) to take into account the resolution of Disputed Defects and Disputed Title Benefits pursuant to Section 6.4(f).

  • In no event shall total adjustment related to Title Defects include duplicative costs or losses included in another Title Defect Adjustment hereunder, or exceed the Allocated Value of such Asset.

  • If the aggregate Defect Amount of all Environmental Defects (disregarding any Defect whose Defect Amount is less than $100,000) exceeds $1,250,000, then the Unadjusted Purchase Price shall be reduced to the extent (and only to the extent) such excess exceeds $1,250,000 (such excess amount, if any, the “Environmental Defect Adjustment Amount”, and together with the Title Defect Adjustment Amount, “Defect Adjustment Amount”) pursuant to Section 3.4(b)(vi).


More Definitions of Title Defect Adjustment

Title Defect Adjustment has the meaning assigned to such term in Section 5.2(b).
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Title Defect Adjustment means an adjustment to the Purchase Price with respect to Title Defects, without duplication and net of any Title Benefits, in each case as provided, and subject to the limitations set forth in Article 4.
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Title Defect Adjustment shall be the amount, if any, by which (i) the aggregate amount of all Title Defect Values with respect to uncured and unwaived Title Defects affecting Allocated Properties that are not Title Defect Exclusions, less the aggregate amount of the value of all individual Interest Additions, exceeds (ii) the Title Defect Deductible Amount. The Purchase Price shall be reduced pursuant to Section 3.2(b)(iii), in accordance with Sellers election under Section 5.4(e), by the Title Defect Exclusions and the Title Defect Adjustment.
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Title Defect Adjustment is defined in Section 3.6(b).
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Title Defect Adjustment means an amount of money equal to the sum of the Defect Amounts for all Title Defects asserted by Buyer under this Agreement as finally determined, whether by agreement or arbitration award, subject to the credit and deductible provided in Article 6.02(k).
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Related to Title Defect Adjustment

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

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

  • Title Defect Property has the meaning set forth in Section 6.2(a).

  • Title Benefit Amount has the meaning set forth in Section 6.2(d).

  • 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).

  • Title Benefit means Seller’s interest in any Subject Interest that is greater than or in addition to that set forth in Exhibit B (including, without limitation, a Net Revenue Interest that is greater than that set forth in Exhibit B) or Seller’s Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit B (without a corresponding decrease in the Net Revenue Interest). Any matters that may otherwise constitute Title Benefits, but of which Buyer has not been specifically notified by Seller in accordance with the foregoing, shall be deemed to have been waived by Seller for all purposes.

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

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Allocated Value means, in respect of any particular asset of a Participating CCAA Party, the amount of the sale proceeds realized from such asset, net of costs allocated to such asset all pursuant to the Allocation Methodology and, in respect of any Secured Claim, the amount of such sale proceeds receivable on account of such Secured Claim after taking into account the priority of such Secured Claims relative to other creditors holding a Lien in such asset;

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • SOFR Adjustment means 0.10% (10 basis points) per annum.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Adjustment Escrow Amount means $1,000,000.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Credit Adjustment shall have the meaning specified in Section 3.02.