Limitations on Adjustments for Title Defects. 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. 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. The aggregated Title Defect Value(s) for any Asset shall never exceed the Allocated Value of such Asset.
Limitations on Adjustments for Title Defects. Notwithstanding the provisions of Sections 11.04, 11.05, 11.06, and 11.07, Seller is obligated to adjust the Purchase Price to account for Title Defects only if the aggregate Defect Value of all Title Defects that Seller has agreed to pay pursuant to Sections 11.05 or 11.06 or which are resolved pursuant to Section 11.07 (the “Aggregate Title Defect Value”) exceeds a deductible (not a threshold) equal to Five Hundred Thousand Dollars ($500,000.00). If the Defect Value for any single Asset is less than One Hundred Thousand Dollars ($100,000.00) ("De Minimis Title Defect Cost"), such value shall not be considered in calculating the Aggregate Title Defect Value. The aggregated Defect Value(s) for any Asset shall never exceed the Allocated Value of such Asset. If the sum of (i) the Aggregate Title Defect Value (including any unresolved disputed Title Defects and any uncured Title Defects, whether or not Seller has elected to attempt to cure), plus (ii) the Aggregate Environmental Defect Value (including any unresolved disputed Environmental Defects and any uncured Environmental Defects, whether or not Seller has elected to attempt to cure), plus (iii) the aggregate value of Assets requiring consent to assign for which a consent has not been obtained by the Closing Date, plus (iv) in connection only with Buyer’s election to terminate, the aggregate value of Assets subject to preferential purchase rights that have not been waived by the Closing Date, plus (v) in connection only with Buyer’s election to terminate, the aggregate costs to repair or replace any portion of the Assets subject to a Casualty Loss or condemnation that occurs after the date of this Agreement and prior to the Closing and any other Damages related thereto, exceeds twenty percent (20%) of the unadjusted Purchase Price, either Buyer or Seller may terminate this Agreement upon written notice to the other, and neither party shall thereafter have any further rights or obligations hereunder; provided, however, that the amounts covered by clause (iv) of this sentence shall not be taken into account for purposes of determining if Seller has a right to terminate this Agreement. Any claim by Buyer for Seller's Breach of Section 3.08 for matters arising between the Title Claim Date and the Closing, shall be subject to the limitations of this Section, however, in applying such limitations, the Defect Value of all Title Defects under this Article 11 shall be aggregated with the amounts claimed by Buyer ...
Limitations on Adjustments for Title Defects. Notwithstanding the provisions of Section 7.2, Section 7.4, and Section 7.5, 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 plus the aggregate Environmental Defect Value of all Environmental Defects that Seller is obligated to pay pursuant to this ARTICLE 7 and ARTICLE 8 (the “Aggregate Defect Value”) exceeds a deductible (not a threshold) equal to two percent (2%) of the unadjusted Purchase Price. In addition, if the Title Defect Value for any single Title Defect or the Environmental Defect Value for any Environmental Defect is less than $25,000.00 (the “Individual Defect Threshold”), such value shall not be considered in calculating the Aggregate Defect Value. The aggregated Title Defect Value(s) for any Asset shall never exceed the Allocated Value of such Asset.
Limitations on Adjustments for Title Defects. (a) No adjustment will be made to the Base Purchase Price for uncured Asserted Defects unless the total of all individual adjustments for Asserted Defects exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Aggregate Defect Threshold”).
Limitations on Adjustments for Title Defects. Notwithstanding anything herein to the contrary, no single Title Defect shall be taken into account unless the applicable Title Defect Amount is determined to be more than the Individual Title Defect Threshold. No adjustment will be made to the Purchase Price for Title Defects that have not been Cured unless (x) the total of all Title Defect Amounts that exceed the Individual Title Defect Threshold exceeds (y) the Aggregate Title Defect Deductible. In the event that the aggregate of all such Title Defect Amounts in excess of the Individual Title Defect Threshold exceeds the Aggregate Title Defect Deductible, the adjustment to the Purchase Price shall only be for the amount by which the total of all such Title Defect Amounts exceeds the Aggregate Title Defect Deductible. Buyer shall be deemed to have waived all Title Defects of which Seller has not been given notice on or before the Defect Deadline in accordance with Section 13.1, and such Title Defects shall be deemed to have become a Permitted Encumbrance.
