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 (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 Escrow Account pursuant to Section 6.5 or Section 7.5.
Examples of Defect Escrow Amount in a sentence
If Seller and Purchaser are unable to agree on the validity and determination of any Title Benefit, Title Benefit Amount, Defect or Defect Amount (or the cure thereof) prior to the Closing Date, then 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 and the affected Asset(s) subject to such Defects shall nonetheless be conveyed to Purchaser at Closing.
More Definitions of Defect Escrow Amount
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).
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 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) (i) the aggregate Defect Amounts with respect to all alleged Defects (after giving effect to Section 3.2(d)(vii), 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 Defect Deductible, minus (iii) 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 or Remediated prior to Closing, minus (iv) 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 (provided that this clause (iv) shall only offset Defect Amounts attributable to Title Defects), plus (b) the aggregate Title Benefit Amounts with respect to all alleged Title Benefits asserted by Seller pursuant to one or more valid Title Benefit Notices prior to the Defect Deadline that Seller and Purchaser have not agreed upon prior to the Defect Deadline (provided that this clause (b) shall only offset Defect Amounts attributable to Title Defects).
Defect Escrow Amount has the meaning set forth in Section 6.2(e)(i).
Defect Escrow Amount has the meaning set forth in Section 5.6.2(d).
Defect Escrow Amount has the meaning assigned to such term in Section 3.8(e).