Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
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.
Title Defect means with respect to a Lease any lien, encumbrance, adverse claim, default, expiration, failure, defect in or objection to real property title, other than Permitted Encumbrances, that alone or in combination with other defects renders Sellers’ title to the Lease less than Defensible Title.
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.
Final Adjustment Statement has the meaning set forth in Section 2.6(c).
Closing Statement has the meaning set forth in Section 2.5(a).
Closing Location means the location that all Proposals for this RFP will be accepted at.
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 Defects has the meaning set forth in Section 5.15(b).
Title Defect Property has the meaning set forth in Section 6.2(a).
Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Billing Adjustment Credit To provide Customer the benefit of the rates and discounts in the Amendment as of the Effective Date and until such rates and discounts are implemented, the Company shall provide Customer with a one-time billing adjustment credit equal to $50,378.70, plus applicable taxes and surcharges. This credit shall compensate Customer for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following Customer's signature date above and the rates and discounts in this Agreement.
Closing Date Statement has the meaning set forth in Section 2.06(b).
Environmental Defect Notice shall have the meaning set forth in Section 12.1(a).
Title Defect Notice shall have the meaning set forth in Section 11.2(a).
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Seller’s Account means such account as the Seller may specify to the Guarantor from time to time;
closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;
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.
Title Benefit Amount has the meaning set forth in Section 6.2(d).
Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).
Indemnity Escrow Account has the meaning set forth in Section 2.3(c).