Common use of Gross Asset Value; Xxxxxxx Money Clause in Contracts

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,197, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,197131,675,985, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,19790,676,229, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,19762,529,531, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,19796,267,352, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,19777,038,658, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,197254,993,099, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,19751,432,486, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,19742,787,229, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,197178,500,000, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,197457,076,399, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]subject to the provisions of Section 14.29, the Buyer and Sellers shall enter into the Seller Loan. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,19749,383,794, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,19756,199,882, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,19780,740,531, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets Business and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets Assets, the Platform and the LLC Interests of $72,419,197998,875,884, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The With respect to each applicable Closing, the Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the applicable Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Initial Closing, or at any Serial Closing, as applicable: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the applicable Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the applicable Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the applicable Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the applicable Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,19799,403,744, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of (i) $72,419,197663,114,104.00 plus (ii) 17,500,000.00 for the Vacant Land plus (iii) $39,500,000.00 (the “Perimeter Purchase Price”) for Perimeter Four, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets”. (b) At the Closing:Other Assets Closing (as hereinafter defined): (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the ClosingAmount, less the pro rata portion of Perimeter Purchase Price, less the Xxxxxxx Money (other than the Perimeter Xxxxxxx Money (as hereinafter defined)) and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the ClosingBuyer; (ii) the Escrow Agent shall deliver the Xxxxxxx Money (other than the Perimeter Xxxxxxx Money) and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of (i) $72,419,19759,719,230.00 plus (ii) $0.00 for the Vacant Land, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets”. (b) At the Closing:Closing (as hereinafter defined): (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the ClosingAmount, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the ClosingBuyer; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of (i) $72,419,19778,000,000.00 plus (ii) $0.00 for the Vacant Land, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets”. (b) At the Closing:Closing (as hereinafter defined): (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the ClosingAmount, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the ClosingBuyer; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of (i) $72,419,197266,666,666.00 plus (ii) $0.00 for the Vacant Land, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the difference between (x) the Adjusted Gross Asset Value and (y) the Seller Loan shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets”. (b) At the Closing:Closing (as hereinafter defined): (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the ClosingAmount, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the ClosingBuyer; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]Subject to the provisions of Section 14.33 hereto, the Buyer and Sellers shall enter into the Seller Loan. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

Gross Asset Value; Xxxxxxx Money. (a) The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,197, 1,080,000,000.00 as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the difference between (x) the Adjusted Gross Asset Value and (y) the TPL Assumption Amount shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets”. (b) At the Closing: (i) the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the ClosingAmount, less the pro rata portion of the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the ClosingBuyer; (ii) the Escrow Agent shall deliver the Xxxxxxx Money and any interest earned thereon (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and (iii) [Reserved]Subject to the provisions of Section 13.4 hereto, the Buyer shall assume the Third Party Loans. (c) No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement. (d) In connection with the assumption of such Third Party Loans by the Buyer or the Buyer's designee the Buyer agrees to pay all fees (including assumption fees) provided for in the TPL Documents and such other reasonable costs and expenses payable to holders of the Third Party Loans including third-party out of pocket costs and reasonable attorney’s fees of such holders in connection with the assumption of such Third Party Loans or, subject to cap set forth in Section 13.4, in the event the Third Party Loans are not assumed. The Seller agrees to be responsible for all costs and expenses associated with the Seller’s Other Loans including, without limitation, prepayment fees and defeasance costs as well as those the costs and expenses associated with obtaining any consents or releases from the holders of the Seller’s Other Loans in connection with the transfer of the Assets (including legal fees of the lenders or financing sources associated with obtaining such consents).