Buyer Default refers to nonpayment of the Xxxxxxx Money in accordance with the provisions of this Agreement (including nonpayment or dishonor of any check delivered for the Xxxxxxx Money) and/or the failure of this transaction to close due to nonperformance, breach and/or default with respect to the Buyer’s obligation(s) under this Agreement. In the event of a Buyer Default, the following provisions shall apply:
Immaterial Title Deficiencies means minor defects or deficiencies in title which do not diminish more than 2% of the aggregate value of the Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base.
Deficiencies means defects arising from non-conformity with the mutually agreed specifications and/or failure or non-conformity in the Scope of the Services.
Seller Default has the meaning set forth in Section 12.1.
Mental deficiency means mental deficiency as defined by appropriate clinical authorities to such extent that a person so afflicted is incapable of managing himself and his affairs, but shall not include mental illness as defined herein.
Advance Deficiency As defined in Section 4.01(b).
Buyer SEC Reports has the meaning set forth in Section 4.6.
Significant deficiency means a shortcoming in the system that materially affects the ability of officials of the Department of Defense to rely upon information produced by the system that is needed for management purposes.
Gas Supply Deficiency means any occurrence relating to Sellers gas supply which causes Seller to deliver less than the total requirements of its system, including failures of suppliers to deliver gas for any reason, requirement of gas for system storage, conservation of gas for future delivery, or any other occurrence which is not enumerated herein which affects Sellers gas supply.
Accumulated Funding Deficiency has the meaning ascribed to that term in Section 302 of ERISA.
Buyer Losses shall have the meaning set forth in Section 11.1 hereof;
Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).
Operating Deficit means that, at the end of the fiscal year, the unassigned fund balance in the General Fund is less than zero.
Seller Losses has the meaning set forth in Section 10.2(a).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Title Defects has the meaning set forth in Section 5.15(b).
Assumed Contract has the meaning set forth in Section 2.1(b)(iv).
Buyer Plans has the meaning set forth in Section 6.02(b).
Environmental Defect means, with respect to any given Asset, a material violation of Environmental Laws in effect as of the Effective Time in the jurisdiction in which such Asset is located.
Environmental Defect Value means, with respect to any Environmental Defect, the value, as of the Closing Date, of the estimated costs and expenses to correct such Environmental Defect in the most cost-effective manner reasonably available, consistent with Environmental Laws, taking into account that non-permanent remedies (such as mechanisms to contain or stabilize hazardous materials, including monitoring site conditions, natural attenuation, risk-based corrective action, institutional controls or other appropriate restrictions on the use of property, caps, dikes, encapsulation, leachate collection systems, etc.) may be the most cost-effective manner reasonably available.
Performing Note Deficiency means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes.
Seller Damages shall have the meaning given to such term in Section 14.3.
Assumed Contracts has the meaning set forth in Section 2.1(d).
Material Document Defect As defined in Section 2.03(a) of this Agreement.
Purchaser Default has the meaning set forth in Section 11.2(a).
Daily Deficiency Rate means the rate employed to assess certain deficiency charges under Xxxxxx, Attachment DD, section 7, Tariff, Attachment DD, section 8, Tariff, Attachment DD, section 9, or Tariff, Attachment DD, section 13.