Acreage Adjustment Clause Samples
An Acreage Adjustment clause defines how discrepancies between the stated and actual size of a property are handled in a contract. Typically, this clause outlines the process for verifying the acreage, such as through a survey, and specifies whether the purchase price or other terms will be adjusted if the measured acreage differs from what was originally represented. Its core function is to ensure fairness and accuracy in transactions involving land by addressing potential differences in property size, thereby preventing disputes and allocating risk between the parties.
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Acreage Adjustment. (a) Promptly, and in any event within 15 days, following the closing of the acquisition (the “Acreage Acquisition”) by the Company of at least a majority of the shares of Acreage Holdings, Inc. (“Acreage”), an independent appraiser, appointed by the Company will determine the fair market value of Acreage (inclusive of any loans, liabilities and obligations of Acreage that may be extinguished through the acquisition by the Company of the issued and outstanding shares of Acreage) as at the date immediately preceding the Acreage Acquisition (the “Acreage Valuation”), where the Acreage Valuation will be prepared on the basis that Acreage was offered for sale in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus at such time or any control or voting rights premium, all on the basis of the long-term value of Acreage as opposed to being determined by short-term market conditions. Implicit in this definition is the consummation of a sale as of the date that the Company completed the Acreage Acquisition whereby: (i) the buyer and seller are typically motivated; (ii) both parties are well informed or well advised and acting in what they consider their own best interests; (iii) a reasonable time is allowed for exposure in the open market; (iv) payment is made in cash; and (v) the price represents the normal consideration for Acreage unaffected by special or creative financing or sales concessions granted by anyone associated with the sale, but taking into account the assumption by the buyer of any financing to the extent that it may be assumed by the buyer.
(b) In the event that the Acreage Acquisition Valuation is less than the Acreage Purchase Price, the number of Shares held by all of the holders of Class A Shares, shall be adjusted in accordance with Section 3.06(c). For greater certainty, in no circumstances shall there be an adjustment to the number of Shares held by either Canopy Sub or the holders of the Class A Shares in the event that the Acreage Acquisition Valuation is equal to or greater than the Acreage Purchase Price.
(c) In the event that the Acreage Acquisition Valuation is less than the Acreage Purchase Price, such number of additional Class A Shares shall be issued to the holders of the Class A Shares, as is equal to such holder’s number of Pro-rata Adjustment Shares, which shall be determined in accordanc...
Acreage Adjustment. The Purchaser and Vendor acknowledge that the purchase price of the real property is calculated on the basis of Two Hundred and Seven Thousand, Five Hundred ($207,500.00) per acre and that a final survey shall be supplied at the expense of the Vendor and the price shall be adjusted upwards or downwards in accordance with the Certificate of the Surveyor as to the land area, multiplied by the price of Two Hundred and Seven Thousand, Five Hundred ($207,500) per acre.
Acreage Adjustment. (i) Not later than 20 days prior to the Closing Date, Seller shall furnish the Buyer Parents with updated versions of the geographic information system maps describing the Timberlands that are currently set forth in Section 1.1(a)(1) of the Seller’s Disclosure Letter. Seller and the Buyer Representative shall identify, by comparing such maps with the updated versions, the acreage added to the Owned Cash Timberlands (the “Additional Owned Cash Timberlands Acreage”), to the Owned Installment Note Timberlands (the “Additional Owned Installment Note Timberlands Acreage”), to the Cash Leasehold Interests (the “Additional Cash Leasehold Interests”) and to the Timber Entity Leasehold Interests (the “Additional Timber Entity Leasehold Interests”), and the acreage subtracted from the Owned Cash Timberlands (the “Subtracted Owned Cash Timberlands Acreage”), from the Owned Installment Note Timberlands (the “Subtracted Owned Installment Note Timberlands Acreage”), from the Cash Leasehold Interests (the “Subtracted Cash Leasehold Interests”) and from the Timber Entity Leasehold Interests (the “Subtracted Timber Entity Leasehold Interests”). If by the 15th day prior to the Closing Date, Seller and the Buyer Representative are unable to agree on the Additional Owned Cash Timberlands Acreage, the Additional Owned Installment Note Timberlands Acreage, the Additional Cash Leasehold Interests, the Additional Timber Entity Leasehold Interests, the Subtracted Owned Cash Timberlands Acreage, the Subtracted Installment Note Timberlands Acreage, the Subtracted Cash Leasehold Interests or the Subtracted Timber Entity Leasehold Interests, Seller shall appoint a Forestry Consultant within three days and each party will, at a mutually agreed time within three days after referral of the matter to the Forestry Consultant, simultaneously submit to the Forestry Consultant their respective identifications of the Additional Owned Cash Timberlands Acreage, the Additional Owned Installment Note Timberlands Acreage, the Additional Cash Leasehold Interests, the Additional Timber Entity Leasehold Interests, the Subtracted Owned Cash Timberlands Acreage, the Subtracted Installment Note Timberlands Acreage, the Subtracted Cash Leasehold Interests or the Subtracted Timber Entity Leasehold Interests, as the case may be. Within five days of such submissions, the Forestry Consultant will select one of the two submissions as being most representative of the Additional Owned Cash Timberlands Acreage, t...
Acreage Adjustment. At least five (5) days prior to the Closing Date, Seller and Purchaser shall determine based on the uncontested, undivided deeded acres in the Title Commitment the actual number of acres included in the Real Property, excluding the Seed Orchard. If this number is different than the number of acres in the definition of Real Property above, excluding the Seed Orchard, the Purchase Price shall be adjusted either up or down to reflect the difference on the basis of $625.00 per acre; provided that if the acreage adjustment is in excess of 23,000 acres, each of Purchaser and Seller shall have a right to terminate this Agreement. If applicable, at least three (3) days prior to the Closing Date, Purchaser and Seller shall submit to the Title Company a written notice advising the Title Company of the adjustment to the Purchase Price pursuant to this Section 2.04(b).
Acreage Adjustment l 2Acreage Adjustment
Acreage Adjustment. Purchaser and Seller shall have mutually approved any adjustment to the Purchase Price in accordance with Section 2.04(b).