Defects Escrow definition

Defects Escrow has the meaning set forth in Section 3.15(b)(i).
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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,
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Defects Escrow has the meaning specified in Section 5.10(c)(ii).
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Examples of Defects Escrow in a sentence

  • If Sellers and Buyer mutually agree that a Post-Closing Defect has been cured, then within two 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 Sellers in accordance with the terms of the Defects Escrow Agreement.

  • The details of the Latent Defects Escrow are set forth in form HUD-92414M.

  • If, at the end of the Cure Period, Sellers have been unable to cure a Post-Closing Defect (and there is no dispute as to whether or not it has been cured), the amount withheld in the Defects Escrow with respect thereto (together with any interest earned thereon) shall be released to Buyer in accordance with the terms of the Defects Escrow Agreement.

  • If Sellers and Buyer mutually agree that a Post-Closing Defect has not been cured, then within two 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 Buyer in accordance with the terms of the Defects Escrow Agreement.

  • 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.

  • If Seller and Buyer mutually agree that a Post-Closing Defect has not been cured, then within two Business Days after such determination, the amount withheld in the Defect Escrow with respect thereto (together with any interest earned thereon) shall be released to Buyer in accordance with the terms of the Defects Escrow Agreement.

  • If Noble and Purchaser mutually agree that a Post-Closing Defect has been cured, 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 Noble in accordance with the terms of the Defects Escrow Agreement.

  • The amount deposited into the Defects Escrow with respect to a Post-Closing Defect will remain therein until released as provided in Section 8.4(d).

  • 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.

  • If the Parties mutually agree that an Environmental Defect has not been cured within the 180 day period, then within two Business Days after such determination, the Environmental Defect Value withheld for such Purchased Asset (together with any interest earned thereon) shall be released to Buyer in accordance with the terms of the Defects Escrow Agreement.

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.

  • Nonconforming zoning condition means a physical improvement on a property that does not conform with current zoning standards.

  • 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 Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • 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 means, with respect to all or any portion of the Assets, any destruction by fire, storm or other casualty, or any condemnation or taking or threatened condemnation or taking, of all or any portion of the Assets.

  • Title Defect as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Interests (excluding Permitted Encumbrances), that alone or in combination with other defects renders Seller’s title to the Interests or part thereof 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 means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • 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.

  • 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.

  • Punchlist Items means any items necessary at the time of the issuance of a temporary certificate of occupancy to complete fully the renovation of the Project Facilities in accordance with the Plans and Specifications for the Project Facilities, or required for the issuance of a final certificate of occupancy or its equivalent.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Indemnity Escrow Amount means $3,000,000.

  • Punch List Items means such items (i) as are reasonably necessary or appropriate to fully complete the construction, equipping and furnishing of the Hotel in accordance with this Contract and (ii) that, unless otherwise agreed by Buyer in its sole discretion, (a) individually and in the aggregate do not and will not prohibit, cause a delay in or otherwise adversely affect, under applicable Legal Requirements, the Franchise Agreement or otherwise, the opening of the Hotel for business to the public or the continued occupancy and operation of the Hotel as contemplated under the Brand and (b) may be corrected or completed, subject to delays caused by Force Majeure, within not more than sixty (60) days.

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

  • Adjustment Escrow Amount means $2,000,000.