Adjusted Purchase Price. Any payment of a claim for indemnification under this Article 8 will be accounted for as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Law.
Adjusted Purchase Price. The Purchase Price (check one): be adjusted based on the survey required by Paragraph 7A. If the Purchase Price is adjusted, the Purchase Price will be calculated on the basis of $ per acre. If the Purchase Price is adjusted by more than %, either Party may terminate this Contract by providing written notice to the other Party within days after the terminating Party receives the survey. If neither Party terminates this Contract or if the variance is % or less, the adjustment will be made to the amount in:
Adjusted Purchase Price. 2.02 Agreement......................................................
Adjusted Purchase Price. The Purchase Price shall be adjusted to reflect the following:
(a) Any variance in excess of $1,000,000 between the Historical Statutory Surplus as of September 30, 1999 and the Final Statutory Surplus, as provided in Section 2.10;
(b) Any Net Realized Loss Balance in respect of the disposition of those securities (the "Securities") owned by the Insurance Subsidiaries and listed on Exhibit D attached hereto (the "Asset List"), as provided in Section 2.11; and
(c) Any and all losses, costs, damages or expenses (including reasonable and documented attorneys', accountants', consultants' and experts' fees and expenses) suffered or incurred by Purchaser or any of its Affiliates (including, without limitation, officers, directors, employees or agents of Purchaser or such Affiliate) (each, a "Purchaser Indemnified Party") based upon, resulting from or arising out of (i) any inaccuracy in or breach of any representation or warranty of Seller contained herein, or (ii) the breach on the part of Seller of any unwaived covenant or agreement set forth in this Agreement which survives the Closing ("Losses"), as provided in Section 2.12; and provided, however, that, notwithstanding anything to the contrary contained herein, (x) no adjustment shall be made under Section 2.9(b) to the extent any such disposition of Securities is reflected in the Final Statutory Surplus, (y) no adjustment shall be made under Section 2.9(c) to the extent that any Losses resulting from or arising out of any such inaccuracy or breach is reflected in the Final Statutory Surplus, and (z) Losses shall be calculated net of any insurance proceeds received by any Purchaser Indemnified Party pursuant to any insurance policy owned by the Insurance Subsidiaries on or prior to Closing; and provided, further, that no adjustment pursuant to Section 2.9(a) or 2.9(c) shall be made in respect of (A) Taxes, or any inaccuracy or breach of any representation or warranty made in Section 3.9, in each case in respect of any taxable year ending after December 31, 1998, unless and to the extent that, but for this proviso, the adjustment in respect thereof would exceed $15,000,000; or (B) litigation, suits, proceedings, causes of action or other claims against or affecting either of the Insurance Subsidiaries (including legal fees and expenses incurred by the Insurance Companies in connection therewith) against the Insurance Subsidiaries, or any inaccuracy or breach of Section 3.8, unless and to the extent that, but ...
Adjusted Purchase Price. Due to the changes that the Redevelopment may cause to the boundary lines and gross area of the Ag Lot, the Purchase Price may be adjusted up or down at the same per acre rate used to calculate the 99-Year Fee (as adjusted, the “Adjusted Purchase Price”). Licensee will receive a credit at Fee Simple Closing equal to the 99-Year Fee. Therefore,
(a) if the Adjusted Purchase Price is less than the 99-Year Fee, then difference between 99-Year Fee and the Adjusted Purchase Price will be refunding to Licensee as part of the Fee Simple Closing; and (b) if the Adjusted Purchase Price is more than the 99-Year Fee, Licensee will need to pay the difference between the Adjusted Purchase Price and the 99-Year Fee as part of the Fee Simple Closing.
Adjusted Purchase Price. Each Stockholder shall have received from the Buyer such Stockholder's respective allocation (in cash or stock form) of the Adjusted Purchase Price in accordance with the Cash and Stock Allocation Schedule.
Adjusted Purchase Price. Seller and Buyer hereby agree that the Purchase Price, as adjusted in the manner provided in Section 2.2.2 of the Agreement, shall be and NO/100 Dollars ($ ) (the “Adjusted Purchase Price”). All references in the Agreement to the Purchase Price shall be deemed to refer to the Adjusted Purchase Price.
Adjusted Purchase Price. The Parties agree that the Purchase Price shall be adjusted in accordance with this Section upon occurrence of any one or more Adjustment Events.
Adjusted Purchase Price. The "Adjusted Purchase Price" shall equal the Purchase Price plus the sum of the Adjustment Amounts.
