Defect Basket definition

Defect Basket is defined in Section 9 of Exhibit A.
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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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Defect Basket has the meaning established in Section 4.4.
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Examples of Defect Basket in a sentence

  • If the Total Defect Value (as finally adjusted) exceeds the Defect Basket, Denbury shall be entitled to be paid the excess of the Total Defect Value over the Defect Basket from the Holdback, or to be paid by the Matrix Common Shareholders if the Holdback is insufficient to pay such amount.

  • If the aggregate of the Defect Values attributable to all Environmental Defects and Title Defects determined pursuant to Articles 7 and 8 and the provisions of Section 9.3 below, shall exceed twenty percent (20%) of the Purchase Price after the application of the Aggregate Defect Basket set forth in Section 7.4, then either Buyer or Seller may, at its sole option, terminate this Agreement without any further obligation by giving written notice of termination to the other Party at any time prior to Closing.

  • For the purpose of clarity, each Defect Basket shall be a threshold and not a deductible and there may be adjustments for Environment Defects and not Title Defects and vice versa.

  • The Defect Basket will not be taken into account when determining whether or not Damages subject to the indemnification obligations in this Section 8.02 Exceed the Basket.

  • In the alternative, (i) Seller may elect to reduce the Purchase Price by an amount equal to the Defect Value as determined pursuant to Section 8.4, subject to application of the seventy-five thousand dollars ($75,000.00) deductible and the Aggregate Defect Basket described in Section 7.4, or (ii) Seller and Buyer can enter into a mutually agreeable indemnity for such Title Defect.

  • No Seller Indemnifying Party shall have any liability under Sections 11.2(b), (c) and (d) for Losses arising out of Manufacturer’s Defect Claims unless the aggregate amount of such Losses exceeds $50,000.00 (the “Defect Basket”), in which case the Seller Indemnifying Parties shall be required to pay for such Losses arising out of Manufacturer’s Defect Claims in excess of the Defect Basket, provided that such Losses actually do arise out of defects in manufacturing by a Seller.

  • If the Total Defect Value is less than the Defect Basket, the Matrix Common Shareholders shall be entitled to be paid any amounts remaining in the Holdback placed therein pursuant to Section 7.13(e).

Related to Defect Basket

  • 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:

  • 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 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.

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

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

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

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

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

  • Creation Basket means the minimum number of Limited Units of a Fund that may be created at any one time, which shall be 200,000 or such greater or lesser number as the Managing Owner may determine from time to time for each Fund.

  • 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;

  • Minor defect means a defect which is not a Major Defect.

  • Nonconforming lot means a lot that met dimensional requirements of the applicable master program at the time of its establishment but now contains less than the required width, depth or area due to subsequent changes to the master program.

  • Construction defect means a deficiency in or a deficiency arising out of the design, specifications, surveying, planning, supervision, or observation of construction or construction of residential improvements that results from any of the following:

  • Basket Component means each of the SPDR S&P 500 ETF Trust, iShares Russell 2000 Index Fund, iShares MSCI EAFE Index Fund, and iShares MSCI Emerging Markets Index Fund.

  • Casualty Loss has the meaning set forth in Section 5.06.

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

  • Redemption Basket means 100,000 Units or such other number of Units as may be determined by the General Partner from time to time, redeemed by a Participant.

  • Basket has the meaning set forth in Section 8.04(a).

  • Immaterial Title Deficiencies means minor defects or deficiencies in title which do not diminish more than 2% of the aggregate value of the Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base.

  • Major Defect means a condition that exists on a ground ambulance vehicle that requires the Department or the certificate holder to place the ground ambulance vehicle out-of-service.

  • Contract Amount means:

  • Available Basket Amount means, at any date of determination, an amount (which shall not be less than $0) determined on a cumulative basis equal to the difference between: (a) the sum (without duplication) of: (i) $35,000,000, plus (ii) Cumulative Consolidated Net Income (which shall not be less than zero), plus (iii) the aggregate amount of dividends and distributions received by Borrower or its Restricted Subsidiaries in the form of Cash or Cash Equivalents on or prior to such date from Investments acquired or made utilizing the Available Basket Amount, plus (iv) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Second Amendment Effective Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary (which shall not exceed the original amount of such Investment), plus (v) the Net Cash Proceeds received from any issuance or sale of its Equity Interests occurring after the Closing Date (other than issuances of Disqualified Stock and issuances or sales pursuant to an employee stock ownership plan or other employee benefit plan and excluding Net Cash Proceeds of any issuance or sale of Equity Interests for a specifically identified purpose that were expended for such specifically identified purpose without a corresponding reduction of the Available Basket Amount), plus (vi) the after-tax amount (after taking into account any available tax credit or deductions and any tax sharing arrangements) of all Distributions received in Cash by the Loan Parties after the Closing Date that are attributable to their Equity Interests in any Joint Venture or any Subsidiary that is not a Subsidiary Guarantor, plus (vii) all Net Cash Sales Proceeds received from Dispositions permitted by this Agreement, minus (b) the aggregate amount of all Investments, Capital Expenditures, Distributions and payments in respect of Subordinated Obligations, in each case to the extent made after the Closing Date with amounts available under the Available Basket Amount.

  • Heating Value means the heat released by combustion of one pound of waste or fuel measured in Btu on an as received basis. For solid fuels, the heating value shall be determined by use of ASTM Standard D2015-66.