Title Defect Value definition

Title Defect Value means the amount by which the Allocated Value of an Asset has been reduced by a Title Defect. In determining the Title Defect Value, the Parties intend to include only that portion of the Asset affected by the defect. The Title Defect Value may not exceed the Allocated Value of the Asset and shall be determined by the Parties in good faith taking into account all relevant factors, including without limitation, the following:

Title Defect Value as defined in Section 4.04(c).

Title Defect Value is defined in Section 7.2.

Examples of Title Defect Value in a sentence

• In addition, if the Title Defect Value for any single Asset is less than $50,000 (the “De Minimis Title Defect Cost”), such value shall not be considered in calculating the Aggregate Title Defect Value and no adjustment shall be made to the Purchase Price on account of De Minimis Title Defect Costs.

• Notwithstanding anything to the contrary in this Agreement, at any time Buyer may waive any Title Defect, Title Defect Value, Environmental Defect or Environmental Defect Value previously asserted by Buyer.

• For any Title Defect asserted by Buyer in a Title Defect Notice by the Defect Notice Time, if Seller fails to timely deliver a Title Defect Rejection Notice, then (a) Seller shall be deemed to have accepted the validity of such Title Defect and such Title Defect Value and (b) the Purchase Price shall be reduced, subject to Section 7.5, by an amount equal to such Title Defect Value unless such Title Defect is Cured.

• If the Parties are unable to reach agreement with respect to any Title Defects, the Title Defect or the Title Defect Value subject to the Title Defect Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8.

• Notwithstanding the provisions of Section 7.2 and Section 7.4, Seller shall be obligated to adjust the Purchase Price to account for Title Defects only to the extent the aggregate Title Defect Value of all Title Defects for which the Purchase Price would otherwise be reduced (the “Aggregate Title Defect Value”) exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price.

More Definitions of Title Defect Value

Title Defect Value means, with respect to each Title Defect, the reduction of the Allocated Value of the affected Ownership Interest as a result of such Title Defect as determined in Section 7.3.

Title Defect Value shall have the meaning set forth in Section 4.1.D.

Title Defect Value shall have the meaning ascribed to it in Section 6.7 hereof.

Title Defect Value means the value of the Title Defect determined in accordance with the following:

Title Defect Value is defined in Section 6.5.

Title Defect Value has the meaning set forth in Section 5.4 of this Agreement.

Title Defect Value means the value of the Title Defect as determined by Buyer in good faith, taking into account all relevant factors, including but not limited to the following: