Common use of Title Defects; Environmental Defects; Transfer Restrictions Clause in Contracts

Title Defects; Environmental Defects; Transfer Restrictions. In each case subject to the Title Threshold, the Environmental Threshold, the Title Deductible and the Environmental Deductible, as applicable, the sum of (i) all Title Defect Amounts determined under Section 6.5(a) or Section 6.7, less (ii) the sum of all Title Benefit Amounts determined under Section 6.5(b) or Section 6.7, plus (iii) the sum of all Environmental Defect Amounts for Environmental Defects determined under Section 6.6 or Section 6.7, plus (iv) the aggregate Allocated Value of the Company Assets that are to be retained by Seller at Closing as provided in Section 5.11, plus (v) unless Seller has substantially performed its obligations pursuant to an election under Section 5.13(a), the aggregate Damages of all Casualty Losses occurring between the Execution Date and the Closing, shall be less than twenty percent (20%) of the Unadjusted Purchase Price. For purposes of this Section 7.2(d), each of the Title Defect Amounts, Title Benefit Amounts and/or Environmental Defect Amounts, as applicable, shall equal an amount determined by the mutual agreement of the Parties or, if the Parties cannot agree and the sum of items (i), (ii), (iii), (iv) and (v) in this Section 7.2(d) (as determined by Purchaser acting reasonably and in good faith) is greater than twenty percent (20%) of the Unadjusted Purchase Price, such amount shall be determined by the applicable Defect Arbitrator, subject to the last sentence of Section 7.1(d);

Title Defects; Environmental Defects; Transfer Restrictions. In each case subject to the Title Threshold, the Environmental Threshold, the Title Deductible and the Environmental Deductible, as applicable, the sum of (i) all Title Defect Amounts determined under Section 6.5(a) or Section 6.7, less (ii) the sum of all Title Benefit Amounts determined under Section 6.5(b) or Section 6.7, plus (iii) the sum of all Environmental Defect Amounts for Environmental Defects determined under Section 6.6 or Section 6.7, plus (iv) the aggregate Allocated Value of the Company Assets that are to be retained by Seller at Closing as provided in Section 5.11, plus (v) unless Seller has substantially performed its obligations pursuant to an election under Section 5.13(a), the aggregate Damages of all Casualty Losses occurring between the Execution Date and the Closing, shall be less than twenty percent (20%) of the Unadjusted Purchase Price. For purposes of this Section 7.2(d7.1(d), each of the Title Defect Amounts, Title Benefit Amounts and/or Environmental Defect Amounts, as applicable, shall equal an amount determined by the mutual agreement of the Parties or, if the Parties cannot agree and the sum of items (i), (ii), (iii), (iv) and (v) in this Section 7.2(d7.1(d) (as determined by Purchaser Seller acting reasonably and in good faith) is greater than twenty percent (20%) of the Unadjusted Purchase Price, such amount shall be determined by the Title Arbitrator and/or Environmental Arbitrator, as applicable. Notwithstanding anything herein to the contrary, solely for purposes of disputes resolved by the applicable Defect Arbitrator prior to Closing pursuant to this Section 7.1(d) and Section 7.2(d), (A) the Outside Date shall be tolled and extended by the number of days between the Scheduled Closing Date and the date the applicable Defect Arbitrator has issued his or her written determination, and (B) the arbitration provisions of Section 6.7 and Exhibit D shall be deemed amended such that (x) there shall only be one Title Arbitrator or Environmental Arbitrator, as applicable, selected by the mutual agreement of the Parties within five (5) Business Days of the Scheduled Closing Date (or failing such agreement, appointed by the Houston, Texas office of the American Arbitration Association), (y) each of Purchaser and Seller shall submit its proposed resolution within three (3) Business Days following the selection of the applicable Defect Arbitrator, subject to and (z) the last sentence applicable Defect Arbitrator shall make his or her determination with ten (10) Business Days following submission of the disputed matters (but otherwise the arbitration provisions of Section 7.1(d6.7 and Exhibit D shall remain unchanged);

Title Defects; Environmental Defects; Transfer Restrictions. In each case subject to the Title Threshold, the Environmental Threshold, the Title Deductible and the Environmental Deductible, as applicable, the sum of (i) all Title Defect Amounts determined under Section 6.5(a) or Section 6.7, less (ii) the sum of all Title Benefit Amounts determined under Section 6.5(b) or Section 6.7, plus (iii) the sum of all Environmental Defect Amounts for Environmental Defects determined under Section 6.6 or Section 6.7, plus (iv) the aggregate Allocated Value of the Company Assets that are to be retained by Seller at Closing as provided in Section 5.11, plus (v) unless Seller has substantially performed its obligations pursuant to an election under Section 5.13(a), the aggregate Damages of all Casualty Losses occurring between the Execution Date and the Closing, shall be less than twenty percent (20%) of the Unadjusted Purchase Price. For purposes of this Section 7.2(d7.1(d), each of the Title Defect Amounts, Title Benefit Amounts and/or Environmental Defect Amounts, as applicable, shall equal an amount determined by the mutual agreement of the Parties or, if the Parties cannot agree and the sum of items (i), (ii), (iii), (iv) and (v) in this Section 7.2(d7.1(d) (as determined by Purchaser Seller acting reasonably and in good faith) is greater than twenty percent (20%) of the Unadjusted Purchase Price, such amount shall be determined by the Title Arbitrator and/or Environmental Arbitrator, as applicable. Notwithstanding anything herein to the contrary, solely for purposes of disputes resolved by the applicable Defect Arbitrator prior to Closing pursuant to this Section 7.1 (d) and Section 7.2(d), (A) the Outside Date shall be tolled and extended by the number of days between the Scheduled Closing Date and the date the applicable Defect Arbitrator has issued his or her written determination, and (B) the arbitration provisions of Section 6.7 and Exhibit D shall be deemed amended such that (x) there shall only be one Title Arbitrator or Environmental Arbitrator, as applicable, selected by the mutual agreement of the Parties within five (5) Business Days of the Scheduled Closing Date (or failing such agreement, appointed by the Houston, Texas office of the American Arbitration Association), (y) each of Purchaser and Seller shall submit its proposed resolution within three (3) Business Days following the selection of the applicable Defect Arbitrator, subject to and (z) the last sentence applicable Defect Arbitrator shall make his or her determination with ten (10) Business Days following submission of the disputed matters (but otherwise the arbitration provisions of Section 7.1(d6.7 and Exhibit D shall remain unchanged);