Individual Title Threshold definition
Examples of Individual Title Threshold in a sentence
The Purchase Price shall be adjusted only for Title Defects that exceed the Individual Title Threshold.
Subject to the Individual Title Threshold, if Sellers do not cure the relevant Title Defect to Buyer’s reasonable satisfaction, then at Sellers’ election, (i) the Purchase Price shall be adjusted for the Title Defect Value attributable to the applicable Title Defect, or (ii) the affected Asset shall be excluded from this Agreement and the Purchase Price shall be adjusted accordingly.
Seller represents to Buyer that (i) as of the Defect Notice Date its title to the Leases, ▇▇▇▇▇ and Units is Defensible Title, and (ii) to Seller’s Knowledge, as of the date hereof, Schedule 4.1(a) sets forth each individual Title Defect affecting any of the Leases, ▇▇▇▇▇ or Units with a Title Defect Amount in excess of the Individual Title Threshold.
The Purchase Price shall be increased for only those Interest Additions that exceed the Individual Title Threshold (with the amount of such adjustment being the “Interest Addition Adjustment”).
Seller shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which to attempt to cure any such Title Defects subject to the continuing application of the Individual Title Threshold and the Aggregate Deductible.
The Parties agree that if the same Title Benefit affects more than one Lease, then the Title Benefit Amounts for each Lease affected by such Title Benefit shall be aggregated for the purposes of determining whether the Individual Title Threshold has been met with respect to such Title Benefit.
Notwithstanding the foregoing, the Individual Title Threshold and the Aggregate Deductible shall not apply to Title Defects arising from Seller's failure to obtain any third party consents to assign any of the Assets to Buyer, such that Buyer shall receive an adjustment to the Purchase Price equal to the full Title Defect Amounts attributable to any such Title Defects.
The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, the “Title Defect Adjustment”).
Promptly on discovery, but on or before two days prior to Closing, SCE shall in good faith notify BBC, or BBC shall in good faith notify SCE, of any additional interest discovered by that Party that would be an Asset hereunder, but BBC failed to list as an Asset (with such interest being an “Interest Addition”); provided however, that the “Value of any Interest Addition” (defined below) must exceed the Individual Title Threshold.
The Purchase Price shall be adjusted only if Title Defects that exceed the Individual Title Threshold exceed 5% of the Purchase Price (the “Title Deductible”), and then the Purchase Price shall be adjusted only for the amount exceeding the Title Deductible, with such adjustment being the “Title Defect Adjustment.” The Title Deductible and the Environmental Deductible are separate and distinct and operate independently.