Environmental Defect Adjustment definition

Environmental Defect Adjustment is defined in Section 5.1(c).
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Environmental Defect Adjustment is defined in Section 6.3(b)(iii).
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Environmental Defect Adjustment shall have the meaning ascribed thereto in Section 11.2(c);
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Examples of Environmental Defect Adjustment in a sentence

  • If Seller and Purchaser agree on the existence and Environmental Defect Value of any such Open Environmental Defect, then the Environmental Defect Value for such Open Environmental Defect shall be the agreed Environmental Defect Value for purposes of determining the Environmental Defect Adjustment, if any.

  • If, before the Closing Date, Seller and Purchaser agree on the existence and Environmental Defect Values of all Open Environmental Defects, then the amount of the Environmental Defect Adjustment, if any, shall be deducted from the Base Purchase Price at the Closing, and shall be reflected in the Closing Amount.

  • If, after taking into account the provisions of this Article 6, the Environmental Defect Deductible is equal to or greater than the sum of the Environmental Defect Values with respect to all Surviving Environmental Defects, then Purchaser shall not be entitled to an Environmental Defect Adjustment.

  • The Environmental Defect Adjustment Amount shall be recalculated as part of the final determination of the Adjusted Purchase Price under Section 8.4(b) to take into account the resolution of Disputed Defects pursuant to Section 6.4(f).

  • The Environmental Defect Adjustment Amount shall be recalculated as part of the final determination of the Adjusted Purchase Price under Section 8.4(b) to take into account the resolution of any Environmental Defects that are Disputed Defects pursuant to Section 6.4(f).

  • The Committee will be invited to consider and approve the proposal.

  • If Seller timely Remediates any such Environmental Defect to Buyer's reasonable satisfaction, Buyer shall promptly pay the amount of the Environmental Defect Adjustment with respect to the Environmental Defect so Remediated, together with accrued interest, to Seller.

  • If Seller gives notice that it agrees with an Environmental Defect asserted in the Environmental Defect Notice and the associated Environmental Defect Value, but that it will not attempt to remediate or correct the Environmental Defect, the affected Asset shall be assigned to Buyer at Closing and the Purchase Price shall be reduced by an amount equal to the Environmental Defect Value (the "Environmental Defect Adjustment") of the affected Asset.

  • If, after taking into account the provisions of this Article 6, the Environmental Defect Deductible is equal to or greater than the sum of the Environmental Defect Values with respect to all Unwaived/Uncured Environmental Defects, then Purchaser shall not be entitled to an Environmental Defect Adjustment.

  • The aggregate of the Title Defect Adjustment, all Title Defect Exclusions, the Net Casualty Loss, the Environmental Defect Adjustment, all Environmental Defect Exclusions, the Allocated Value of all Allocated Properties subject to Required Consents that have not been obtained prior to Closing, and the Allocated Value of all Allocated Properties with respect to which a preferential right has been exercised prior to Closing, shall not exceed 15% of the Purchase Price.


More Definitions of Environmental Defect Adjustment

Environmental Defect Adjustment shall be the amount, if any, by which (A) the aggregate amount of all Environmental Defect Values with respect to un-Remediated and unwaived Environmental Defects exceeds (B) the Environmental Defect Deductible Amount. The Purchase Price shall be reduced pursuant to Section 3.2(b)(iv) in accordance with Seller's election under 6.3(b)(iv) by the sum of the Environmental Defect Exclusions and the Environmental Defect Adjustment.
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Related to Environmental Defect Adjustment

  • 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.

  • 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.

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

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

  • 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.

  • Title Defect Property has the meaning set forth in Section 6.2(a).

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Title Benefit Amount has the meaning set forth in Section 6.2(d).

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

  • Title Benefit means Seller’s interest in any Subject Interest that is greater than or in addition to that set forth in Exhibit B (including, without limitation, a Net Revenue Interest that is greater than that set forth in Exhibit B) or Seller’s Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit B (without a corresponding decrease in the Net Revenue Interest). Any matters that may otherwise constitute Title Benefits, but of which Buyer has not been specifically notified by Seller in accordance with the foregoing, shall be deemed to have been waived by Seller for all purposes.

  • Material Defect As defined in Section 2.02(c) hereof.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • 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.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Allocated Value means, in respect of any particular asset of a Participating CCAA Party, the amount of the sale proceeds realized from such asset, net of costs allocated to such asset all pursuant to the Allocation Methodology and, in respect of any Secured Claim, the amount of such sale proceeds receivable on account of such Secured Claim after taking into account the priority of such Secured Claims relative to other creditors holding a Lien in such asset;

  • Environmental Conditions means any conditions of the environment, including, without limitation, the work place, the ocean, natural resources (including flora or fauna), soil, surface water, ground water, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by the use, handling, storage, treatment, recycling, generation, transportation, Release or threatened Release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, the Property.

  • Mental deficiency means mental deficiency as defined by appropriate clinical authorities to such extent that a person so afflicted is incapable of managing himself and his affairs, but shall not include mental illness as defined herein.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(c).

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • Environmental Violation means, with respect to the Property, any activity, occurrence or condition that violates or results in non-compliance with any Environmental Law.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.