Allocated Purchase Price. The Company and the holder hereby ------------------------ acknowledge that for the purposes of Section 1273(c)(2) of the Internal Revenue Code, this Warrant is a part of an investment unit with the loans being made by the holder to the Company under the Amendment and that the allocated purchase price of the Warrant is Five cents ($0.05). The Company and the holder agree to use the foregoing allocated purchase price as the purchase price of the Warrant for all income tax purposes.
Allocated Purchase Price. The valuations described herein shall only be used for the purposes set forth herein and shall not be used for purposes of determining a Rollover Investor's capital account in Rollover Member. Each Rollover Investor's capital account in Rollover Member will be equal to the amount that the Rollover Investor would have received if the Rollover Investor had chosen to receive cash for its claim against Seller rather than contributing its Contributed Interest and receiving a membership interest in the Rollover Member. (see attached)
Allocated Purchase Price. The following provision shall be added to the Original Purchase Agreement as Section 2.7(c):
Allocated Purchase Price. The valuations described herein shall only be used for the purposes set forth herein and shall not be used for purposes of determining a Rollover Investor's capital account in Rollover Member. Each Rollover Investor's capital account in Rollover Member will be equal to the amount that the Rollover Investor would have received if the Rollover Investor had chosen to receive cash for its claim against Seller rather than contributing its Contributed Interest and receiving a membership interest in the Rollover Member. (see attached) Exhibit A-2 to Amendment No. 2 to Agreement of Purchase and Sale Purchase and Sale Agreement Exhibit A-2: Allocated Purchase Price Community Name Necanicum Village Underwritten Assumed Real Property Loan Balance 8,164,343 Assumed Personal Property Loan Balance 22,465 Revised Allocated Cash /Equity Portion of the Purchase Price 0 Total Bay Bank ( 1 Assets) $8,164,343 $22,465 $0 Eldorado Heights 3,121,113 0 6,235,644 Alpine Springs 4,722,378 0 5,159,744 Spring Arbor 2,858,541 1,190 5,948,682 Woodside Village 3,655,123 180 3,762,828 Heron Pointe 4,416,472 0 2,433,939 Mountain Laurel 11,700,344 1,218 0 Total Capmark Finance, Inc. ( 6 Assets) $30,473,970 $2,588 $23,540,836 Moses Lake 5,196,934 0 1,628,720 Total Charter Bank ( 1 Assets) $5,196,934 $0 $1,628,720 Spring Pointe 4,112,250 0 8,004,500 Alpine Court 6,144,250 2,786 6,411,905 Court at Xxxxxxx Park/Beacon Pointe/Willow Trace 5,182,098 0 2,192,708 Xxxxxxxx Shores 11,075,915 14,805 6,153,947 Montclair Park 16,405,852 4,746 14,675 Court at Greece/Crimson Ridge Gardens/Harvest Xxxx 4,948,418 0 1,372,067 Oaks, The 6,906,251 0 2,704,917 Palm Xxxxxxx Court 3,200,898 0 1,269,063 Heartland Park 9,714,475 0 1,957,528 Lakeside 5,223,754 843 1,148,988 Court at Orchard Park/Quaker's Landing 5,441,178 0 915,632 Northridge 17,269,452 0 0 Willow Ridge 10,616,000 000 000,079 Stonebridge 10,419,579 0 0 Cliff View 8,481,051 3,997 0 Village at Greece/Crimson Ridge Xxxxxxx 4,948,418 0 0 Terrace at Bluegrass 7,618,467 0 0 Medallion 11,037,307 133,766 0 Total Column Financial, LLC - 20 ( 18 Assets) $148,746,297 $161,087 $32,603,009 Rose Terrace 2,397,179 37,000 4,457,847 Lake Pointe 1,241,179 1,120 2,738,855 Spring Mountain 2,096,179 630 4,700,782 Canyonview Estates 7,132,179 0 9,874,386 Stone Mountain 1,390,179 560 3,142,522 Legacy Gardens 3,729,179 9,153 4,205,857 Manor House 6,286,179 0 3,810,262 Holiday Lane Estates 2,794,179 710 3,510,204 Chesterley Court 1,872,179 0 807,162 Eden Estates 8,312,179 ...
Allocated Purchase Price. The Sellers and the Buyer hereby agree that the Purchase Price shall be allocated among the Properties as set forth on Schedule 2.4 (the “Allocated Purchase Price”) for federal, state and local tax purposes, and further allocated, as applicable, in accordance with the rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any similar provision of state, local or foreign law). The Buyer and each Seller shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Allocated Purchase Price, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price and (ii) file all federal, state and local tax returns and related tax documents consistent with such allocations, as the same may be adjusted pursuant to the terms of Article X or any other provisions of this Agreement, and not take any position (whether in audits, tax returns or otherwise) inconsistent with such allocations unless otherwise required by Applicable Law. Notwithstanding anything in this Agreement to the contrary, no amendment to the Allocated Purchase Price shall be effective without the approval and consent of the Buyer and the Sellers.
Allocated Purchase Price. Seller and Buyer hereby agree that (i) the Purchase Price shall be allocated between the First Property Group and the Second Property Group as set forth in Section 3.1, and (ii) the Purchase Price shall be allocated among the Properties as set forth on the Property Schedule (the portion of the Purchase Price so allocated to each Property being identified as “Sales Price” in the Property Schedule and referred to herein as the “Allocated Purchase Price” for such Property). Such allocations shall apply for federal, state, local and foreign tax purposes in accordance with applicable U.S. federal tax Laws and analogous provisions of foreign, state or local Laws. Seller and Buyer shall file all tax returns and related tax documents consistent with the allocations set forth in Section 3.1 on the Property Schedule as such allocations may be adjusted by agreement of Seller and Buyer.
Allocated Purchase Price. The portion of the Purchase Price allocated to an individual Hotel, as specified in the Purchase Price Allocation Schedule.
Allocated Purchase Price. The Sellers and the Buyer hereby agree that the Purchase Price shall be allocated among the Properties as set forth on Schedule 2.7 (the “Allocated Purchase Price”). Furthermore, the Sellers and the Buyer hereby agree that the Purchase Price and any other amounts required to be included in income (including the Assumed Loans) for U.S. federal income tax purposes shall be allocated among the Assets (the “Purchase Price Allocation”) in accordance with the rules under Section 1060 of the Code and Treasury Regulations promulgated thereunder for U.S. federal income tax purposes (and any applicable state and local income tax purposes) and also for the purposes set forth in Section 9.1 hereof; provided, that the Purchase Price Allocation shall be consistent with the Allocated Purchase Price. At least thirty (30) days prior to Closing, the Buyer shall prepare and deliver to the Sellers a draft of the Purchase Price Allocation setting forth its proposed calculation of the aggregate amount of the Purchase Price (including the amount of Assumed Loans) to be allocated among the Assets and the proposed allocation of such aggregate amount among such Assets. If within fifteen (15) days after their receipt of the draft Purchase Price Allocation the Sellers have not objected in writing to such draft Purchase Price Allocation, it shall become final. In the event that the Sellers object in writing within such 15-day period, the Sellers and the Buyer shall negotiate in good faith to resolve the dispute. If the Buyer and the Sellers are unable to agree upon the Purchase Price Allocation within a period of thirty (30) days after the Sellers’ notice of objection is received by the Buyer, then any disputed items shall be determined by a nationally recognized accounting firm selected by the parties, whose determination shall be final and binding on the parties. In this event, the fees and costs of such accounting firm shall be shared equally by the Buyer and the Sellers. The Sellers and the Buyer agree to (i) act in accordance with the Purchase Price Allocation, as determined pursuant to this Section 2.7, in any relevant Tax Returns or filings, including any forms or reports required to be filed pursuant to Section 1060 of the Code, the Treasury Regulations promulgated thereunder or any provisions of local, state and foreign law, and to cooperate in the preparation of any such Tax Returns or filings and to file such Tax Returns or filings in the manner required by applicable law a...
Allocated Purchase Price. The Parties shall mutually agree to adjustments to the allocation based on alterations to square footage in the Space Leases or lease terms under the Space Leases or otherwise. Property Purchase Price per Property Memorial Medical Office Building $ 18,950,000 Cancer Treatment Center $ 20,680,000 Center for Family Medicine $ 6,760,000 Life Center $ 11,350,000 Information Services Building $ 10,100,000 Patewood A $ 11,870,000 Patewood B $ 18,850,000 Patewood C $ 23,410,000 Patewood Administration $ 20,410,000 Greer MOB A 315 $ 4,260,000 Greer MOB B 325 $ 4,160,000 Xxxxxxx Pointe $ 5,475,000 Center for Health (CHOS) $ 2,000,000 Traveler’s Rest Family Practice $ 1,585,000 Xxxxx Avenue $ 1,120,000 Cleveland St. MOB $ 650,000 $ 161,630,000 EXHIBIT “E” ESCROW AGREEMENT TO BE ATTACHED EXHIBIT “F” SPACE LEASES At Settlement, Seller shall lease from Buyer space at the following Properties for space of not less than the square footage set forth below for each such Property pursuant to the Space Leases. Each Space Lease will include an annual rental escalation of two percent (2%). Each Space Lease will also include a provision that (A) if, on the date of any annual rental escalation (the “Rent Escalation Date”), the then-current credit rating for GHS by any two (2) or more of the three (3) credit rating agencies is below: (i) A3 in the case of Xxxxx’x; (ii) A- in the case of Standard & Poor’s; or (iii) A in the case of Fitch, then the rental escalation for that year will be three percent (3%) rather than two percent (2%) (a “Rent Escalation Adjustment”) and (B) following any Rent Escalation Adjustment, the annual rental escalation under the Space Leases shall continue to be 3% per year for all years until such time as, on a Rent Escalation Date, the credit ratings for GHS by all three (3) credit rating agencies are (x) at or above (I) A1 in the case of Xxxxx’x; (II) A+ in the case of Standard & Poor’s; and (III) A+ in the case of Fitch, at which time the annual rent escalation shall be two and one half percent (2.5%) and (y) at or above (I) Aa3 in the case of Xxxxx’x; (II) AA- in the case of Standard & Poor’s; and (III) AA- in the case of Fitch, at which time the annual rent escalation shall return to two percent (2%). Additionally, the Endowment Fund of the Greenville Hospital System, Inc. shall at all times be a co-obligor of all Space Lease obligations of Seller (other than payment obligations which have been accelerated, although the foregoing shall not limit any ...
Allocated Purchase Price. The Company and the Warrant Holder hereby acknowledge that for the purposes of Section 1273(c)(2) of the Internal Revenue Code, the Warrant is issued in connection with the extension of credit by Lender under the Loan Agreement, and that the allocated purchase price of the Warrant for such purposes is $100. The Company and the Warrant Holder agree to use the foregoing allocated purchase price as the purchase price of the Warrant for all income tax purposes. XXXXXX XXXXX XXXXXXX AGREEMENT SIGNATURE PAGE
