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 1.9.3.
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 as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Leases and Xxxxx (excluding Permitted Encumbrances) which would result in Seller not having 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 means the Closing Statement in the form on Annex A attached hereto.
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).
Capital Addition means, with respect to any Property, any renovation, repair or improvement to such Property, the cost of which constitutes a Capital Expenditure.
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.
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 $152,300.00 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 interest or other amounts earned thereon.
Title Benefit Amount has the meaning set forth in Section 6.2(d).
Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.