Permitted Exception means (a) liens for Taxes and other governmental charges and assessments which are not yet due and payable, (b) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable, (c) other liens or imperfections on property which are not material in amount or do not materially detract from the value or the existing use of the property affected by such lien or imperfection, (d) such statements of fact and exceptions shown on any title insurance policies delivered to Global.
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 or “Closing” means the date Escrow Holder records the Deed in favor of Buyer. The Closing shall take place on the Closing Date set forth in Section 1.5.1, as the same may be extended, provided all conditions to the Closing have been satisfied or duly waived as provided herein.
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.
Retained Excess Cash Flow 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.
Seller Account shall have the meaning set forth in the preamble of this Agreement.
Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.
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, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date and 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 interest or other amounts earned thereon.
Reserve Fund Initial Deposit means the initial deposit of cash in the amount of $3,846,153.85 made by or on behalf of the Seller into the Reserve Fund on the Closing Date.
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.
Working interest owner means a person or the estate of a person who owns an interest in oil and/or gas in the unit area by virtue of a lease, operating agreement, fee title, or otherwise, including a carried interest, the owner of which is obligated to pay, either in cash or out of production or otherwise a portion of the unit expense. “Working interest owner” does not include an unleased mineral owner.