Defect Escrow Amount definition

Defect Escrow Amount means an amount equal to the positive remainder, if any, of (a) (i) the aggregate Defect Amounts with respect to all alleged Defects other than Special Warranty Defects (after giving effect to Section 3.2(d)(viii), Section 3.2(f)(i) and the exclusion of any Assets subject thereto pursuant to Section 7.4 and/or Section 7.5) asserted by Purchaser pursuant to one or more valid Defect Notices prior to the Defect Deadline, minus (ii) the aggregate amount of all Defect Amounts with respect to any and all Defects and Defect Amounts with respect thereto that Seller and Purchaser have agreed upon prior to Closing and/or that Seller and Purchaser have agreed that Seller has cured prior to Closing minus (iii) the aggregate amount of all Title Benefit Amounts with respect to any and all Title Benefits and Title Benefit Amounts with respect thereto that Seller and Purchaser have agreed upon prior to Closing (to the extent and only to the extent offsetting any remaining Defect Amounts attributable only to Title Defects or any Defect Amounts attributable to unresolved Special Warranty Defects), plus (b) the amount all Defect Amounts with respect to all alleged unresolved Special Warranty Defects (after giving effect to Section 3.2(d)(viii) and the exclusion of any Assets subject thereto pursuant to Section 7.4 and/or Section 7.5) asserted by Purchaser pursuant to one or more valid Defect Notices prior to the Defect Deadline.

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Defect Escrow Amount means the aggregate amount to be paid into the Defect Escrow Account at Closing pursuant to Sections 4.1(f), 4.1(i)(i), 5.4(b), 5.4(c), and 5.5(a).

Defect Escrow Amount means an amount equal to (i) the aggregate Title Defect Values of all asserted Title Defects in respect of which Seller has exercised its option under Section 7.1(e)(i) or 7.1(e)(ii)(B), plus (ii) the aggregate Environmental Defect Values of all asserted Environmental Defects in respect of which Seller has exercised its option under Section 7.2(d)(ii)(B) less (iii) the aggregate values of all validly asserted Title Benefits as set forth in Seller’s notices pursuant to Section 7.1(g)(i).

Examples of Defect Escrow Amount in a sentence

• If Seller and Buyer mutually agree in good faith that a Post-Closing Curable Defect has been cured at any time during the Cure Period, then within ten (10) days after such determination, the Post-Closing Defect Escrow Amount withheld with respect thereto shall be released to Seller in accordance with the terms of the Escrow Agreement.

• The Defect Escrow Amount shall be held, invested and disbursed in accordance with the terms of this Article 3 and the Defect Escrow Agreement pending the curing or resolution of the applicable Title Defects and Environmental Defects.

• The Parties agree to deliver joint instructions to the Escrow Agent regarding the delivery of the Post-Closing Defect Escrow Amount, or portions thereof, to the Party entitled to receive such amount pursuant to this Section 2.4.

• The Defect Escrow Amount shall be held, invested and disbursed in accordance with the terms of this ‎Article 3 and the Defect Escrow Agreement pending the curing and/or resolution, as applicable, of the applicable Cure Target Title Defects and/or the applicable Disputed Matters in accordance with the applicable terms of this Article 3.

• If Sellers’ Representative and Purchaser are unable to agree on the scope, interpretation and effect of this Article 3, the existence, cure, or amount of any Title Benefits, Title Benefit Amounts, Defects or Defect Amounts by the Closing Date, then, subject to Section 3.2(d), Purchaser shall deliver the Defect Escrow Amount to the Escrow Agent at Closing to be held pursuant to the terms hereof and the terms of the Escrow Agreement.

More Definitions of Defect Escrow Amount

Defect Escrow Amount means any amounts deposited in the Escrow Account pursuant to Section 6.5 or Section 7.5.

Defect Escrow Amount means (a) the aggregate Defect Amount with respect to all alleged Title Defects that were timely and properly asserted by Purchaser pursuant to one or more valid Defect Notices prior to the Defect Deadline which Seller has elected to cure or which are the subject of a dispute (including any dispute as to whether Seller has cured, in whole or in part, such asserted Title Defects), plus (b) the Defect Amount with respect to all alleged Environmental Defects that were timely and properly asserted by Purchaser pursuant to one or more valid Defect Notices prior to the Defect Deadline and that are the subject of a dispute, minus (c) the Defect Deductible.

Defect Escrow Amount means any amounts deposited in the Defect Escrow Account pursuant to Section 3.1(e)(i), Section 3.1(h), Section 4.4 or Section 4.5, if any.

Defect Escrow Amount means an amount equal to the positive remainder, if any, of (a) the aggregate Defect Amounts with respect to all alleged Defects (after giving effect to ‎Section 3.2(d)(viii) and ‎Section 3.2(f)(i)) asserted by Purchaser pursuant to one or more valid Defect Notices prior to the Defect Deadline minus (b) the Title Defect Deductible or the Environmental Defect Deductible, as applicable, minus (c) the aggregate amount of all Defect Amounts with respect to any and all Defects and Defect Amounts with respect thereto that Sellers and Purchaser have agreed upon prior to Closing and/or that Sellers and Purchaser have agreed that Sellers have cured prior to Closing minus (d) the aggregate amount of all Title Benefit Amounts with respect to any and all Title Benefits and Title Benefit Amounts with respect thereto that Sellers and Purchaser have agreed upon prior to Closing plus (e) the aggregate Title Benefit Amounts with respect to all alleged Title Benefits asserted by Sellers pursuant to one or more valid Title Benefit Notices prior to the Closing that Sellers and Purchaser have not agreed upon prior to Closing.

Defect Escrow Amount has the meaning set forth in Section 6.2(e)(i).

Defect Escrow Amount shall have the meaning set forth in Section 3.6.

Defect Escrow Amount has the meaning assigned to such term in Section 3.8(e).