IPD-GNP Escalation - 2024. If the Closing has not occurred on or before December 31, 2023, the Purchase Price and the Deferred Transaction Fee shall be increased on January 1, 2024 by the lesser of the year-over-year percentage increase in IPD-GNP (an "IPD Increase") or one and one-half percent (1.5%) except that:
(i) if there is no IPD Increase as of January 1, 2024 then there shall be no adjustment made on January 1, 2024;
(ii) if the IPD Increase applicable as of January 1, 2024 exceeds 1.5% (e.g., 2% as of January 1, 2024), then the Purchase Price and Deferred Transaction Fee as of January 1, 2024 shall be increased by 1.5% and the amount in excess of 1.5% (e.g., 0.5% based on the preceding example) shall be applied to a credit pool (the "Credit Pool");
(iii) notwithstanding subsection (ii) above, there will be no adjustment to the Purchase Price or the Deferred Transaction Fee on January 1, 2024 if (1) Seller shall have received the Accelerated Transaction Fee prior to January 1, 2024 and both of the following conditions have been satisfied: (A) the condition precedent in Section 11.03 (Cincinnati Voter Approval) has been satisfied by November 15, 2023 (the calendar month in which such satisfaction occurs the "2023 Voter Approval Month"), and (B) the condition precedent identified in Section
10.01 and Section 11.01 shall have been satisfied by the end of the eighth (8th) calendar month following the end of the 2023 Voter Approval Month, or (2) an Adverse Buyer Governmental Action or an Adverse Seller Governmental Action, or both, shall have occurred and been the proximate cause of Cincinnati Voter Approval not being a ballot measure for the November 2023 election; and
(iv) any Credit Pool balance that remains as of the Closing Date shall expire unused.
