Title Defect Mechanism definition

Title Defect Mechanism means the procedure whereby the Purchase Price is adjusted to compensate for variations in the Allocated Values caused by Title Defects. The Title Defect Mechanism is set forth in Exhibit A.
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Title Defect Mechanism the provisions of this Agreement governing the identification and notice of Title Defects affecting the Assets, and the adjustments to the Base Purchase Price to compensate for variations in the Allocated Values caused by Title Defects.
Sample 1

Examples of Title Defect Mechanism in a sentence

  • The Referral Firm will be directed to review Seller’s Final Settlement Statement and the records relating to the Assets and determine the final adjustments, other than adjustments for Title Defects which shall be determined in accordance with the Title Defect Mechanism.

  • All unresolved disputes regarding adjustments to the Base Purchase Price prior to Closing, and to the Purchase Price after Closing, other than adjustments determined by the Title Defect Mechanism and Environmental Defect Mechanism, and adjustments determined pursuant to Sections 6 and 7, shall be resolved by the Parties in accordance with the following procedure (the “Dispute Resolution Procedure”).

  • If Seller disagrees with Xxxxx’s assertion of the existence of a Title Defect or the Title Defect Amount with respect thereto, Seller’s Response Notice shall also specify in reasonable detail Seller’s grounds for such Exhibit A — Title Defect Mechanism - Page 2 disagreement, the Title Defect Amount estimated by Seller therefor, or both, as the case may be.

  • Allocated Value" means the monetary amount, for each Lease, set forth on Exhibit F, as mutually agreed, for purposes of the Title Defect Mechanism set forth on Exhibit A.

  • Title Defect Mechanism" means the procedure whereby the Purchase Price is adjusted to compensate for variations in the Allocated Values caused by Title Defects.

Related to Title Defect Mechanism

  • 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 Leases and Xxxxx (excluding Permitted Encumbrances) which would result in Seller not having Defensible Title.

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

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

  • 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.

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

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

  • 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.

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

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

  • Arbitrable Dispute means any dispute arising under or in connection with 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.

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Claim Objection Deadline means the first Business Day that is 180 days after the Effective Date, as may be extended by order of the Bankruptcy Court.

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Adverse reaction means an unexpected outcome that threatens the health or safety of a patient as a result of a medical service, nursing service, or health-related service provided to the patient.

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • 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].

  • Remediation Period has the meaning specified in Section 8.2(a);

  • Expedited Dispute Timetable means the accelerated timetable for the resolution of disputes as set out in paragraph 2.6;

  • Dispute Resolution Process means the process described in clause 9

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

  • Claims Objection Deadline means the deadline for objecting to a Claim against a Debtor, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Court for objecting to such Claims.

  • Dispute Resolution Procedure means the procedure for resolving disputes as set out in Clause 17 (Dispute Resolution);

  • Claim Notice has the meaning set forth in Section 8.4(a).