Permitted Exception means that, with respect to any representation, warranty or covenant with respect to the interest of the Buyer and its assignees in the ARSC Purchased Assets or any Servicer Default, that (i) prior to recordation (A) pursuant to Section 8.3 of this Agreement and/or Section 2.01(d)(i) of the Transfer and Servicing Agreement or (B) upon the sale of a Home to an Ultimate Buyer, record title to such Home may remain in the name of the related Transferred Employee, and no recordation in real estate records of any mortgage or any conveyance pursuant to the related Home Purchase Contract or Home Sale Contract in favor of any Transaction Party or any of the Buyer’s assignees and assigns pursuant to the Receivables Purchase Agreement will be made except as otherwise permitted under Section 2.01(d)(i) of the Transfer and Servicing Agreement and (ii) no delivery of any Home Purchase Contracts, Home Deeds and Equity Loan Notes to any custodian will be required.
Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.
Permitted Exceptions shall have the meaning set forth in Section 4.3.
Close of Escrow means the date of the close of escrow between the builder and the original homeowner. With respect to claims by an association, as defined in Section 4080, “close of escrow” means the date of substantial completion, as defined in Section 337.15 of the Code of Civil Procedure, or the date the builder relinquishes control over the association’s ability to decide whether to initiate a claim under this title, whichever is later.
Opening of Escrow shall have the meaning given thereto in Section 4 hereof.
Title V means Title V of the federal Act for the Senior Community Service Employment Program for Older Americans.
Seller Account shall have the meaning set forth in the preamble of this Agreement.
Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).
Title Objection shall have the meaning assigned thereto in Section 8.5.
Transfer Deposit Amount has the meaning given to it in Section 2.02(b).
Adjustment Escrow Amount means $1,000,000.
Initial Deposit Amount means the Issuing Entity’s deposit to the Reserve Account, on or before the Closing Date, of $[•].
Cumulative Retained Excess Cash Flow Amount means, at any date of determination, an amount equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for the Excess Cash Flow Periods ended on or prior to such date.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Contributed Property means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.
Purchase Price Adjustment Escrow Amount means $500,000.
Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.
Escrow Holder means the bank or trust company designated as such pursuant to Section 9 hereof.
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:
Title Defect Property has the meaning set forth in Section 6.2(a).
Title Commitment shall have the meaning set forth in Section 4.2.
Initial Deposit shall have the meaning set forth in Section 2.5(a).
Consenting working interest owner means any working interest owner who enters into an agreement with SWN pertaining to the operation of the Posey B Unit.