Common use of Limitations on Adjustments Clause in Contracts

Limitations on Adjustments. If the Cash Purchase Price reduction with respect to a particular Asserted Defect which would result from the above provided for procedure does not exceed one percent (1%) of the Allocated Amount for the particular Property, no adjustment shall be made for such Asserted Defect. (i) If the Cash Purchase Price reduction which would result from the above provided for procedure, as applied to all Asserted Defects asserted under Sections 7(b)(i) through (v) for which an adjustment is to be made does not exceed $10,000,000, then no adjustment of the Cash Purchase Price shall occur, and none of the Properties which would be excluded by such procedure shall be excluded. If the Cash Purchase Price reduction which would result from the above provided for procedure, as applied to all Asserted Defects asserted under Sections 7(b)(i) through (v) for which an adjustment is to be made exceeds $10,000,000, the Cash Purchase Price shall be adjusted by the amount by which such reduction exceeds $10,000,000; (ii) If the Cash Purchase Price reduction which would result from the above provided for procedure, as applied to all Asserted Defects asserted under Section 7(b)(vi) for which an adjustment is to be made does not exceed $10,000,000, then no adjustment of the Cash Purchase Price shall occur, and none of the Properties which would be excluded by such procedure shall be excluded. If the Cash Purchase Price reduction which would result from the above provided for procedure, as applied to all Asserted Defects asserted under Section 7(b)(vi) for which an adjustment is to be made exceeds $10,000,000, the Cash Purchase Price shall be adjusted by the amount by which such reduction exceeds $10,000,000. Notwithstanding anything to the contrary in this Agreement, the limitations provided for in this Section 8(d) shall not apply to Asserted Defects made pursuant to Section 7(b)(ii) or Section 7b(iii).

Limitations on Adjustments. If (a) Notwithstanding Sections 3.3 or 3.4 hereof, in no event shall the Cash Purchase Price reduction issuance of either the Interim Additional Shares or the Final Additional Shares result in the Investor purchasing a number of shares hereunder (including the Initial Shares) which exceeds 3,661,772 shares of Common Stock (the "Issuance -------- Limit") (such occurrence, an "Excess Issuance") unless such issuance has been ----- --------------- approved by vote of the Company's stockholders in accordance with Delaware law prior to the date of such issuance (the "Required Approval"). Investor agrees ----------------- to vote all shares of Common Stock held by it, and all shares of Common Stock for which Investor holds proxies with respect to a particular Asserted Defect which such issuance, in favor of such issuance. (b) In the event that the number of Interim Additional Shares calculated pursuant to Section 3.3 hereof would result in an Excess Issuance and the Required Approval is not obtained prior to the Interim Valuation Date, then, in lieu of the actions required by such Section, (a) the Company shall issue to Investor and register in Investor's name a number of shares of Common Stock which, when added to the Initial Shares, equals the Issuance Limit, and (b) the Company shall issue to the Investor an unsecured promissory note (the "Initial ------- Note") in a principal amount equal to (x) Ten Million Dollars ($10,000,000), ---- less (y) the product of the Issuance Limit and the price per share of the Common Stock as of the Interim Valuation Date. The Initial Note shall bear interest at the rate of ten percent (10%) per annum from the above provided for procedure does Closing Date until the date paid, shall be payable on January 1, 2000 (subject to subsections (d) and (e) below), and otherwise shall be in form reasonably acceptable to the Investor. (c) In the event that the number of Final Additional Shares calculated pursuant to Section 3.4 hereof would result in an Excess Issuance and the Required Approval is not exceed one percent (1%) obtained prior to the Final Valuation Date, then, in lieu of the Allocated Amount for the particular Property, no adjustment shall be made for actions required by such Asserted Defect.Section: (i) If the Cash Purchase Price reduction which would result from number of Final Additional Shares calculated pursuant to Section 3.4 is greater than the above provided for procedurenumber of Interim Additional Shares calculated pursuant to Section 3.3, as applied the Company shall, if applicable, issue to all Asserted Defects asserted under Sections 7(b)(iInvestor and register in Investor's name a number of shares of Common Stock which, when added to the Initial Shares and the Interim Additional Shares, equals the Issuance Limit, and (b) through the Company shall issue to the Investor an unsecured promissory note (vthe "Additional Note") for which an adjustment is in a principal amount equal to be made does not exceed --------------- (x) Ten Million Dollars ($10,000,000), then no adjustment less (y) the product of the Cash Purchase Price shall occur, Issuance Limit and none the price per share of the Properties which would be excluded by such procedure shall be excluded. If Common Stock as of the Cash Purchase Price reduction which would result from Final Valuation Date, less (z) the above provided for procedure, as applied to all Asserted Defects asserted under Sections 7(b)(i) through principal amount of the Initial Note (v) for which an adjustment is to be made exceeds $10,000,000, the Cash Purchase Price shall be adjusted by the amount by which such reduction exceeds $10,000,000;if any). (ii) If the Cash Purchase Price reduction which would result number of Final Additional Shares calculated pursuant to Section 3.4 is less than the number of Interim Additional Shares calculated pursuant to Section 3.3, Investor shall promptly return the Initial Note to the Company for cancellation in exchange for an unsecured promissory note (the "Replacement Note") in a principal amount equal to (x) Ten Million Dollars ----------------- ($10,000,000), less (y) the product of the Issuance Limit and the price per share of the Common Stock as of the Final Valuation Date. The Additional Note or the Replacement Note, as applicable, shall bear interest at the rate of ten percent (10%) per annum from the above provided for procedureClosing Date until the date paid, as applied shall be payable on January 1, 2000 (subject to all Asserted Defects asserted under Section 7(b)(visubsection (e) for which an adjustment below), and otherwise shall be in form reasonably acceptable to the Investor. (d) In the event that the Required Approval is to be made does not exceed $10,000,000obtained between the Interim Valuation Date and the Final Valuation Date, then no adjustment then, in lieu of the Cash Purchase Price actions required by Section 3.3(c), the Investor shall occur, and none promptly return the Initial Note to the Company for cancellation (including cancellation of any accrued interest thereon) in exchange for a certificate representing a number of shares of Common Stock equal to (i) the sum of the Properties Initial Shares and the Final Additional Shares, less (ii) the Issuance Limit, which would be excluded by such procedure shares shall be excluded. If registered in Investor's name. (e) In the Cash Purchase Price reduction which would result from event that the above provided for procedureRequired Approval is obtained between the Final Valuation Date and January 1, as applied to all Asserted Defects asserted under Section 7(b)(vi) for which an adjustment is to be made exceeds $10,000,0002000 then, in lieu of payment of the Cash Purchase Price shall be adjusted by the amount by which such reduction exceeds $10,000,000. Notwithstanding anything to the contrary in this Agreement, the limitations provided for notes set forth in this Section 8(dand any accrued interest thereon, the Company shall issue to the Investor a certificate representing a number of shares of Common Stock equal to (i) the sum of the Initial Shares and the Final Additional Shares, less (ii) the Issuance Limit, which shares shall not apply to Asserted Defects made pursuant to Section 7(b)(ii) or Section 7b(iii)be registered in Investor's name.

Limitations on Adjustments. If (a) Notwithstanding Sections 3.3 or 3.4 hereof, in no event shall the Cash Purchase Price reduction issuance of either the Interim Additional Shares or the Final Additional Shares result in the Investor purchasing a number of shares hereunder (including the Initial Shares) which exceeds 3,661,772 shares of Common Stock (the "Issuance Limit") (such occurrence, an "Excess Issuance") unless such -------------- --------------- issuance has been approved by vote of the Company's stockholders in accordance with Delaware law prior to the date of such issuance (the "Required Approval"). ----------------- Investor agrees to vote all shares of Common Stock held by it, and all shares of Common Stock for which Investor holds proxies with respect to a particular Asserted Defect which such issuance, in favor of such issuance. (b) In the event that the number of Interim Additional Shares calculated pursuant to Section 3.3 hereof would result in an Excess Issuance and the Required Approval is not obtained prior to the Interim Valuation Date, then, in lieu of the actions required by such Section, (a) the Company shall issue to Investor and register in Investor's name a number of shares of Common Stock which, when added to the Initial Shares, equals the Issuance Limit, and (b) the Company shall issue to the Investor an unsecured promissory note (the "Initial Note") in a principal amount equal to ------------ (x) Ten Million Dollars ($10,000,000), less (y) the product of the Issuance Limit and the price per share of the Common Stock as of the Interim Valuation Date. The Initial Note shall bear interest at the rate of ten percent (10%) per annum from the above provided for procedure does Closing Date until the date paid, shall be payable on January 1, 2000 (subject to subsections (d) and (e) below), and otherwise shall be in form reasonably acceptable to the Investor. (c) In the event that the number of Final Additional Shares calculated pursuant to Section 3.4 hereof would result in an Excess Issuance and the Required Approval is not exceed one percent (1%) obtained prior to the Final Valuation Date, then, in lieu of the Allocated Amount for the particular Property, no adjustment shall be made for actions required by such Asserted Defect.Section: (i) If the Cash Purchase Price reduction which would result from number of Final Additional Shares calculated pursuant to Section 3.4 is greater than the above provided for procedurenumber of Interim Additional Shares calculated pursuant to Section 3.3, as applied the Company shall, if applicable, issue to all Asserted Defects asserted under Sections 7(b)(iInvestor and register in Investor's name a number of shares of Common Stock which, when added to the Initial Shares and the Interim Additional Shares, equals the Issuance Limit, and (b) through the Company shall issue to the Investor an unsecured promissory note (vthe "Additional Note") for which an adjustment is in a principal amount equal to be made does not exceed --------------- (x) Ten Million Dollars ($10,000,000), then no adjustment less (y) the product of the Cash Purchase Price shall occur, Issuance Limit and none the price per share of the Properties which would be excluded by such procedure shall be excluded. If Common Stock as of the Cash Purchase Price reduction which would result from Final Valuation Date, less (z) the above provided for procedure, as applied to all Asserted Defects asserted under Sections 7(b)(i) through principal amount of the Initial Note (v) for which an adjustment is to be made exceeds $10,000,000, the Cash Purchase Price shall be adjusted by the amount by which such reduction exceeds $10,000,000;if any). (ii) If the Cash Purchase Price reduction which would result number of Final Additional Shares calculated pursuant to Section 3.4 is less than the number of Interim Additional Shares calculated pursuant to Section 3.3, Investor shall promptly return the Initial Note to the Company for cancellation in exchange for an unsecured promissory note (the "Replacement Note") in a principal amount equal to (x) Ten Million ----------------- Dollars ($10,000,000), less (y) the product of the Issuance Limit and the price per share of the Common Stock as of the Final Valuation Date. The Additional Note or the Replacement Note, as applicable, shall bear interest at the rate of ten percent (10%) per annum from the above provided for procedureClosing Date until the date paid, as applied shall be payable on January 1, 2000 (subject to all Asserted Defects asserted under Section 7(b)(visubsection (e) for which an adjustment below), and otherwise shall be in form reasonably acceptable to the Investor. (d) In the event that the Required Approval is to be made does not exceed $10,000,000obtained between the Interim Valuation Date and the Final Valuation Date, then no adjustment then, in lieu of the Cash Purchase Price actions required by Section 3.3(c), the Investor shall occur, and none promptly return the Initial Note to the Company for cancellation (including cancellation of any accrued interest thereon) in exchange for a certificate representing a number of shares of Common Stock equal to (i) the sum of the Properties Initial Shares and the Final Additional Shares, less (ii) the Issuance Limit, which would be excluded by such procedure shares shall be excluded. If registered in Investor's name. (e) In the Cash Purchase Price reduction which would result from event that the above provided for procedureRequired Approval is obtained between the Final Valuation Date and January 1, as applied to all Asserted Defects asserted under Section 7(b)(vi) for which an adjustment is to be made exceeds $10,000,0002000 then, in lieu of payment of the Cash Purchase Price shall be adjusted by the amount by which such reduction exceeds $10,000,000. Notwithstanding anything to the contrary in this Agreement, the limitations provided for notes set forth in this Section 8(dand any accrued interest thereon, the Company shall issue to the Investor a certificate representing a number of shares of Common Stock equal to (i) the sum of the Initial Shares and the Final Additional Shares, less (ii) the Issuance Limit, which shares shall not apply to Asserted Defects made pursuant to Section 7(b)(ii) or Section 7b(iii)be registered in Investor's name.

Limitations on Adjustments. If (a) Notwithstanding Sections 3.3 or 3.4 hereof, in no event shall the Cash Purchase Price reduction issuance of either the Interim Additional Shares or the Final Additional Shares result in the Investor purchasing a number of shares hereunder (including the Initial Shares) which exceeds 3,661,772 shares of Common Stock (the "Issuance -------- Limit") (such occurrence, an "Excess Issuance") unless such issuance has been ----- --------------- approved by vote of the Company's stockholders in accordance with Delaware law prior to the date of such issuance (the "Required Approval"). Investor agrees ----------------- to vote all shares of Common Stock held by it, and all shares of Common Stock for which Investor holds proxies with respect to a particular Asserted Defect which such issuance, in favor of such issuance. (b) In the event that the number of Interim Additional Shares calculated pursuant to Section 3.3 hereof would result in an Excess Issuance and the Required Approval is not obtained prior to the Interim Valuation Date, then, in lieu of the actions required by such Section, (a) the Company shall issue to Investor and register in Investor's name a number of shares of Common Stock which, when added to the Initial Shares, equals the Issuance Limit, and (b) the Company shall issue to the Investor an unsecured promissory note (the "Initial ------- Note") in a principal amount equal to (x) Ten Million Dollars ($10,000,000), ---- less (y) the product of the Issuance Limit and the price per share of the Common Stock as of the Interim Valuation Date. The Initial Note shall bear interest at the rate of ten percent (10%) per annum from the above provided for procedure does Closing Date until the date paid, shall be payable on January 1, 2000 (subject to subsections (d) and (e) below), and otherwise shall be in form reasonably acceptable to the Investor. (c) In the event that the number of Final Additional Shares calculated pursuant to Section 3.4 hereof would result in an Excess Issuance and the Required Approval is not exceed one percent (1%) obtained prior to the Final Valuation Date, then, in lieu of the Allocated Amount for the particular Property, no adjustment shall be made for actions required by such Asserted Defect.Section: (i) If the Cash Purchase Price reduction which would result from number of Final Additional Shares calculated pursuant to Section 3.4 is greater than the above provided for procedurenumber of Interim Additional Shares calculated pursuant to Section 3.3, as applied the Company shall, if applicable, issue to all Asserted Defects asserted under Sections 7(b)(iInvestor and register in Investor's name a number of shares of Common Stock which, when added to the Initial Shares and the Interim Additional Shares, equals the Issuance Limit, and (b) through the Company shall issue to the Investor an unsecured promissory note (vthe "Additional Note") for which an adjustment is in a principal amount equal to be made does not exceed --------------- (x) Ten Million Dollars ($10,000,000), then no adjustment less (y) the product of the Cash Purchase Price shall occur, Issuance Limit and none the price per share of the Properties which would be excluded by such procedure shall be excluded. If Common Stock as of the Cash Purchase Price reduction which would result from Final Valuation Date, less (z) the above provided for procedure, as applied to all Asserted Defects asserted under Sections 7(b)(i) through principal amount of the Initial Note (v) for which an adjustment is to be made exceeds $10,000,000, the Cash Purchase Price shall be adjusted by the amount by which such reduction exceeds $10,000,000;if any). (ii) If the Cash Purchase Price reduction which would result number of Final Additional Shares calculated pursuant to Section 3.4 is less than the number of Interim Additional Shares calculated pursuant to Section 3.3, Investor shall promptly return the Initial Note to the Company for cancellation in exchange for an unsecured promissory note (the "Replacement Note") in a principal amount equal to (x) Ten Million Dollars ---------------- ($10,000,000), less (y) the product of the Issuance Limit and the price per share of the Common Stock as of the Final Valuation Date. The Additional Note or the Replacement Note, as applicable, shall bear interest at the rate of ten percent (10%) per annum from the above provided for procedureClosing Date until the date paid, as applied shall be payable on January 1, 2000 (subject to all Asserted Defects asserted under Section 7(b)(visubsection (e) for which an adjustment below), and otherwise shall be in form reasonably acceptable to the Investor. (d) In the event that the Required Approval is to be made does not exceed $10,000,000obtained between the Interim Valuation Date and the Final Valuation Date, then no adjustment then, in lieu of the Cash Purchase Price actions required by Section 3.3(c), the Investor shall occur, and none promptly return the Initial Note to the Company for cancellation (including cancellation of any accrued interest thereon) in exchange for a certificate representing a number of shares of Common Stock equal to (i) the sum of the Properties Initial Shares and the Final Additional Shares, less (ii) the Issuance Limit, which would be excluded by such procedure shares shall be excluded. If registered in Investor's name. (e) In the Cash Purchase Price reduction which would result from event that the above provided for procedureRequired Approval is obtained between the Final Valuation Date and January 1, as applied to all Asserted Defects asserted under Section 7(b)(vi) for which an adjustment is to be made exceeds $10,000,0002000 then, in lieu of payment of the Cash Purchase Price shall be adjusted by the amount by which such reduction exceeds $10,000,000. Notwithstanding anything to the contrary in this Agreement, the limitations provided for notes set forth in this Section 8(dand any accrued interest thereon, the Company shall issue to the Investor a certificate representing a number of shares of Common Stock equal to (i) the sum of the Initial Shares and the Final Additional Shares, less (ii) the Issuance Limit, which shares shall not apply to Asserted Defects made pursuant to Section 7(b)(ii) or Section 7b(iii)be registered in Investor's name.