Title Defects and Environmental Defects. The sum of (i) the sum of all Title Defect Amounts determined under Section 11.2(d)(i) and/or the Allocated Value of each Asset excluded under Section 11.2(d)(ii) prior to the Closing, less the sum of all Title Benefit Amounts determined under Section 11.2(b) prior to Closing, plus (ii) the sum of all Remediation Amounts for Environmental Defects determined under Article XII prior to the Closing and/or the Allocated Value of each Asset excluded under Section 12.1(b)(iii), plus (iii) the sum of the Allocated Value of each Asset excluded by Seller under Section 11.4 from the Assets shall be less than twenty percent (20%) of the Purchase Price.
Title Defects and Environmental Defects. The sum of (a) all Title Defect Amounts determined under Section 11.2(g) prior to the Closing, less the sum of all Title Benefit Amounts determined under Section 11.2(b) prior to Closing, subject to the Individual Title Defect Deductible and the Title Deductible plus (b) all Remediation Amounts for Environmental Defects determined under Article XII prior to the Closing, subject to the Individual Environmental Defect Deductible and the Environmental Deductible, shall be less than 20% of the Purchase Price.
Title Defects and Environmental Defects. The sum of (a) all Title Defect Amounts determined pursuant to Section 11.2(g) and the sum of all Closing Cash Consideration adjustments determined pursuant to Section 11.2(d)(i)(B) less the sum of all Title Benefit Amounts determined pursuant to Section 11.2(h), plus (b) all Remediation Amounts for Environmental Defects determined pursuant to Section 12.1(b)(i) and the sum of all Closing Cash Consideration adjustments determined pursuant to Section 12.1(b)(iii), shall be less than $211,000,000.
Title Defects and Environmental Defects. Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to the Company’s title to any of the Company Assets and Buyer hereby acknowledges and agrees that Buyer’s sole remedy for (i) any defect of title, including any Title Defect, with respect to any of the Assets and (ii) Environmental Defects, in each case, shall be pursuant to the procedures set forth in Exhibit A, except as expressly provided herein to the contrary, such remedy shall cease and be deemed to be finally and conclusively satisfied, in all respects upon the Closing.
Title Defects and Environmental Defects. The sum of (a) all Title Defect Amounts determined under Article 12.2(d)(i) prior to the Closing,, plus (b) all Remediation Amounts for Environmental Defects determined under Article XIII prior to the Closing, shall be less than One Million Dollars ($1,000,000.00).
Title Defects and Environmental Defects. The sum of (a) all Title Defect Amounts reasonably determined by Buyer under Section 11.2(f) prior to the Closing, less the sum of all Title Benefit Amounts reasonably determined by Seller under Section 11.2(h) prior to Closing, plus (b) all Remediation Amounts for Environmental Defects reasonably determined by Buyer prior to the Closing, plus (c) the Allocated Values for all RTP Assets affected as of Closing by Required Consents or Preferential Purchase Rights not received by Closing, shall be less than 15% of the aggregate of the Allocated Values.
Title Defects and Environmental Defects. The sum of (i) the aggregate amount of the Purchase Price Adjustments (as determined by Buyer in accordance with Article IV in good faith) with respect to Title Defect Values attributable to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits) determined in accordance with Article IV, plus (ii) the aggregate amount of the Purchase Price Adjustments (determined by Buyer in accordance with Article V in good faith) with respect to Environmental Defect Values attributable to all uncured Environmental Defects determined in accordance with Article V, plus (iii) the aggregate amount of the Purchase Price Adjustments with respect to Casualty Losses as determined pursuant to Section 15.04(c) plus (iv) the aggregate amount of the Purchase Price Adjustments with respect to Assets excluded from the Assets to be conveyed to Buyer at Closing as determined pursuant to Section 4.08(b) plus (v) the aggregate amount of the Purchase Price Adjustments with respect to Assets excluded from the Assets to be conveyed to
Title Defects and Environmental Defects. The sum of (a) all Title Defect Amounts determined under Section 11.2(g) prior to the Closing, less the sum of all Title Benefit Amounts determined under Section 11.2(b) prior to Closing, subject to the Individual Title Defect Deductible and the Title Deductible, plus (b) all Remediation Amounts for Environmental Defects determined under Article XII prior to the Closing, subject to the Individual Environmental Defect Deductible and the Environmental Deductible plus (c) the amount of all uninsured Casualty Loss (unless Seller agrees to deduct the same from the Purchase Price) shall be less than 15% of the Purchase Price.
Title Defects and Environmental Defects. The sum of the following is less than $25,000,000: (a) all Title Defect Amounts determined under Section 5.3 prior to the Closing or if disputed at Closing, as determined by Seller in its reasonable opinion; plus (b) all Remediation Amounts for Environmental Defects determined under Section 6.1 prior to the Closing or if disputed at Closing, as determined by Seller in its reasonable opinion; plus (c) the amount of losses attributable to all Casualty Events occurring during the Interim Period; plus (d) all adjustments to the Closing Cash Amount as a result of the exclusion of any Conveyed Interest on account of Preferential Purchase Rights pursuant to Section 5.5(a) or the failure to obtain a Consent pursuant to Section 5.5(b).
Title Defects and Environmental Defects. The sum of (a) all Title Defect Amounts determined pursuant to Section 11.2(g) and the sum of all Closing Cash Consideration adjustments determined pursuant to Section 11.2(d)(i)(B) less the sum of all Title Benefit Amounts determined pursuant to Section 11.2(h), plus
