Defect Adjustment definition

Defect Adjustment is defined in Section 2.3(a)(vii).
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Defect Adjustment means an amount, subject to Title Defect Thresholds, Environmental Defect Thresholds and the Defect Deductible, equal to the sum of (i) the aggregate of all Title Defect Values and (ii) the aggregate of all Remediation Amounts.
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Defect Adjustment is defined in Section 2.3(a)(vii). “Defect Basket” is defined in Section 9 of Exhibit A. “Defensible Title” is defined in Section 5(b) of Exhibit A. “Dispute Notice” is defined in Section 2.3(d). “Disputed Amounts” is defined in Section 2.3(d).
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Examples of Defect Adjustment in a sentence

  • If, before the Closing Date, Seller and Purchaser agree on the existence and Environmental Defect Values of all Open Environmental Defects, then the amount of the Environmental 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 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.

  • 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.

  • No adjustments have been made to the weighted average outstanding common shares figures for the years ended December 31, 2022 or 2021 as the assumed exercise of outstanding options, warrants and restricted stock units would be anti-dilutive.

  • 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 Environmental Defect Value of any such Open Environmental Defect, then the Environmental Defect Value for such Open Environmental Defect shall be the agreed Environmental Defect Value for purposes of determining the Environmental Defect Adjustment, if any.

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

  • The Environmental 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 Environmental Defects that are Disputed Defects pursuant to Section 6.4(f).

  • Purchaser shall be entitled to a downward adjustment to (i) the First Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the First Closing Assets and (ii) the Second Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the Second Closing Assets.

  • 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).


More Definitions of Defect Adjustment

Defect Adjustment has the meaning given in Section 7.02(a) hereof. -----------------
Sample 1
Defect Adjustment shall be the amount by which: (x) the difference of the following (the “Net Aggregate Defect Value”): (A) the sum of the Title Defect Values with respect to all Surviving Title Defects minus the sum of the value of all Interest Additions, plus (B) the sum of all Environmental Defect Values with respect to all Surviving Environmental Defects; exceeds (y) the Defect Deductible. If, after taking into account the provisions of this Article 5 and Article 6, the Defect Deductible is equal to or greater than the Net Aggregate Defect Value, then Purchaser shall not be entitled to a Defect Adjustment. Seller shall be entitled to an upward adjustment to (i) the First Closing Base Purchase Price by the Interest Addition Amount, if any, with respect to the First Closing Assets and (ii) the Second Closing Base Purchase Price by the Interest Addition Amount, if any, with respect to the Second Closing Assets. If, after taking into account the provisions of this Article 5 and Article 6, the Net Aggregate Defect Value is a negative number, then Seller shall be entitled to an upward adjustment equal to the absolute value of the Net Aggregate Defect Value (the “Interest Addition Amount”). For the avoidance of doubt, the Net Aggregate Defect Value shall be determined by taking into account Title Defects, Environmental Defects and Interest Additions related to both the First Closing Assets and Second Closing Assets on a cumulative basis. In no event shall any Acquired Assets be excluded from the Contemplated Transactions arising out of or relating to any Title Defects.
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Defect Adjustment shall have the meaning set forth in Section 2.4.
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Defect Adjustment is defined in Section 4.2(c)(i).
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Related to Defect Adjustment

  • 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:

  • 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.

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

  • Title Defect means with respect to a Lease any lien, encumbrance, adverse claim, default, expiration, failure, defect in or objection to real property title, other than Permitted Encumbrances, that alone or in combination with other defects renders Sellers’ title to the Lease less than Defensible Title.

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

  • 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.

  • 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.

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

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

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

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

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

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

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

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

  • 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:

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

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

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Cost of Living Adjustment means the percentage (if any) by which the Consumer Price Index for the month of October preceding the adjustment ex- ceeds the Consumer Price Index for the month of October one year before the month of October preceding date of the adjustment.

  • Contract Adjustment Payments means amounts payable by the Company on each Contract Adjustment Payment Date in respect of each Purchase Contract, at a rate per year of 2.725% on the Stated Amount per Purchase Contract.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.