Defects Escrow definition

Defects Escrow has the meaning set forth in Section 3.15(b)(i).
Sample 1Sample 2Sample 3
Defects Escrow has the meaning set forth in Section 3.15(b)(i). “Defects Escrow Agent” has the meaning set forth in Section 3.15(b)(i). “Defects Escrow Agreement” has the meaning set forth in Section 3.15(b)(i). “Defensible Title” means, as immediately prior to the Effective Time and subject to and except for the Permitted Encumbrances,
Sample 1
Defects Escrow has the meaning specified in Section 5.10(c)(ii).
Sample 1

Examples of Defects Escrow in a sentence

  • The amount deposited into the Defects Escrow with respect to a Post-Closing Defect will remain therein until released as provided in Section 9.5(b).

  • This Agreement, including all exhibits attached hereto and made a part hereof, together with the Confidentiality Agreement, the Defects Escrow Agreement and the Deposit Escrow Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to same.

  • Any Adjustment Amount deposited into the Defects Escrow pursuant to this Section 3.5 will remain therein until released as provided in this Section 3.5. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date (the “Deferred Matters Date”), the Parties shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims.

  • The amount deposited into the Defects Escrow with respect to a Post-Closing Defect will remain therein until released as provided in Section 3.6(b).

  • An amount equal to Purchaser’s Estimate of any Deferred Adjustment Claims (the “Adjustment Amount”) shall be deducted from the Purchase Price otherwise payable at Closing and paid into the Defects Escrow with the Defects Escrow Agent pursuant to the terms of the Defects Escrow Agreement.

  • If Seller and Purchaser mutually agree in good faith that a Post-Closing Curable Title Defect has been cured at any time during the Post-Closing Cure Period, then within two (2) Business Days after such determination, the amount withheld in the Defects Escrow with respect thereto (together with any interest earned thereon) shall be released to Seller in accordance with the terms of the Defects Escrow Agreement.

  • If (i) the Final Purchase Price as finally determined under this Section 14.1 is more than (ii) the sum of (x) the Closing Amount plus (y) the amount of all payments (exclusive of interest) that have been paid, or are payable, to Seller 43 out of the Defects Escrow, then Purchaser shall pay to Seller, within five Business Days after the Final Determination Date, the amount of such difference by wire transfer of immediately available funds to an account or accounts designated by Seller.

  • Notwithstanding the foregoing, the Parties agree that at Closing, the following specified portion of the Purchase Price, to-wit: $500,000 shall be paid and delivered by Buyer into escrow pursuant to and subject to the terms of that certain "Title Defects Escrow Agreement" in the form attached hereto as Exhibit D.

  • If, at the end of the Post-Closing Cure Period, Seller has been unable to cure a sufficient quantity of the Post-Closing Curable Title Defects to be entitled to the release of the full amount paid into the Defects Escrow with respect thereto, then the remaining balance of the funds escrowed in the Defects Escrow in respect of the Post-Closing Curable Defects (together with any earned interest thereon) shall be released to Purchaser.

  • If, at the end of the Post-Closing Cure Period, Seller and Purchaser are unable to agree whether Seller has cured a Post-Closing Curable Title Defect, then the applicable amount of funds in dispute shall remain in the Defects Escrow until such disagreement shall be resolved as provided in Section 5.9. The Parties agree to deliver joint instructions to the Escrow Agent regarding the delivery of the Defects Escrow to the Party entitled to receive the same pursuant to this Section 5.6(e).

Related to Defects Escrow

  • 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 Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Title Objections has the meaning ascribed to such term in Section 6.2(a).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • 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.

  • Casualty Loss has the meaning set forth in Section 5.06.

  • 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.

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Environmental Defect Notice shall have the meaning set forth in Section 12.1(a).

  • Nonconforming lot means a lot that met dimensional requirements of the applicable master program at the time of its establishment but now contains less than the required width, depth or area due to subsequent changes to the master program.

  • Title Objection shall have the meaning assigned thereto in Section 8.5.

  • Earnest Money Deposit (EMD) means Bid Security/ monetary or financial guarantee to be furnished by a tenderer along with its tender.

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).

  • Indemnity Escrow Amount means $5,000,000.

  • Defect Notice shall have the meaning specified in Section 3.2 of this Agreement.

  • Adjustment Escrow Amount means $1,000,000.

  • Punchlist means a list of items of Work to be completed or corrected by Contractor after Substantial Completion. Punchlists indicate items to be finished, remaining Work to be performed, or Work that does not meet quality or quantity requirements as required in the Contract Documents.

  • Defects Notification Period means the period for notifying defects in the Works or a Section (as the case may be) under Sub-Clause 11.1 [Completion of Outstanding Work and Remedying Defects], which extends over 365 days except if otherwise stated in the SCC (with any extension under Sub-Clause 11.3 [Extension of Defects Notification Period]), calculated from the date on which the Works or Section is completed as certified under Sub-Clause 10.1[Taking Over of the Works and Sections].