Purchase Price Reduction. Notwithstanding anything to the contrary set forth in Section 2(a) above or elsewhere in this Purchase Agreement, the Parties acknowledge and agree that certain Membership and Managers Approvals and Regulatory Approvals and Required Third-Party Approvals (collectively, the “Required Consents”) may not be obtained by the Initial Closing Date (defined below) or the Second Closing Date. With respect to any Dispensary for which any applicable Required Consent is not obtained within one year following the Initial Closing Date or the Second Closing Date (as applicable) and such failure to obtain such Required Consent results in Buyer being unable to exercise control over such Dispensary and receive the expected financial benefits of the Transaction with respect to such Dispensary, then, unless the failure to obtain such Required Consent is a direct result of any material breach of this Purchase Agreement by Hightimes or the Buyer, including the failure of Hightimes or the Buyer to use its commercially reasonable efforts (which shall not include having to make any additional payments to any member or manager of any Dispensary) to obtain such Required Consent, the Parties shall (i) remove such Dispensary from the list of Dispensaries to be acquired on Exhibit A, (ii) the Purchase Price shall be reduced accordingly based on the portion of the Purchase Price allocated to such Dispensary on the Allocation Schedule attached hereto as Exhibit C (the “Purchase Price Reduction”), and (iii) there shall be no further liability or obligation on the part of any Party hereto with respect to the failure to obtain such Required Consent or the removal of such Dispensary from Exhibit A. Any such Purchase Price Reduction shall be allocated 100% to the Series A Preferred Stock or the Conversion Shares and shall reduce the number of shares of Series A Preferred Stock or the Conversion Shares by a number of shares equal to the Purchase Price Reduction divided by (B) $100, as to the Series A Preferred Stock, or (B) the applicable conversion price per share, as to the Conversion Shares.
Purchase Price Reduction. Section 2.1 of the Original Agreement is amended to reduce the Purchase Price by the sum of Two Hundred Sixty Seven Thousand Eight Hundred Thirty Six Dollars ($267,836) such that the Purchase Price shall be One Hundred Seventy Nine Million Seven Hundred Thirty Two Thousand One Hundred Sixty Four Dollars ($179,732,164).
Purchase Price Reduction. If the loss or damage is a fire or other casualty event, but not a condemnation event, reduce the Purchase Price by an amount equal to the cost (the “Restoration Cost”) of restoring the Property to a condition substantially identical to that of the Property prior to the event of damage, as determined by a general contractor licensed by the State of [___________] selected by Seller and reasonably approved by Buyer; or B.
Purchase Price Reduction. (a) At any time after the Second Purchase Date, Seller may elect to prepay all or a portion of the Repurchase Price of the Purchased Securities upon at least five Business Days’ prior written notice to Buyer, any prepayment under this clause (a), a “Voluntary Prepayment,” any prepayment of all of the then-outstanding Repurchase Price under this clause (a), a “Voluntary Full Prepayment” and any prepayment of a portion of the then-outstanding Repurchase Price under this clause (a), a “Voluntary Partial Prepayment”); provided that a Voluntary Partial Prepayment may be elected if a portion of the Purchased Securities have been redeemed by the Issuer for cash in the form of USD on or prior to the related Prepayment Date (as defined below) and the portion of the Purchased Securities to be repurchased shall be those which have been redeemed and in an amount not in excess of the Current Redeemed Amount.
Purchase Price Reduction. The Purchase Price shall be, and hereby is, reduced from Fifty Million Seven Hundred Fifty Thousand and No/100 Dollars ($50,750,000.00) to Forty-Nine Million Seven Hundred Fifty Thousand and No/100 Dollars ($49,750,000.00).
Purchase Price Reduction. The aggregate net reduction to the Purchase Price due to Title Defects, and reductions based on breaches of representations and warranties, but excluding reductions for Exclusion Adjustments, does not exceed in the aggregate 10% of the Purchase Price.
Purchase Price Reduction. Buyer and Seller hereby agree that the Purchase Price is hereby reduced by $400,000, to the sum of $13,460,000.
Purchase Price Reduction. Buyer has raised certain conditions of the Property which have caused the Buyer and Seller to agree to a reduction in the Purchase Price. The 12907 Purchase Price shall be reduced from $12,275,000.00 to $12,260,000.00 and the 10509 Purchase Price shall be reduced from $9,175,000.00 to $8,999,809.00. The purchase price reduction provided for in this Section 2 shall satisfy Seller's objections to the condition of the Property.
Purchase Price Reduction. PURCHASER may, in its sole discretion, reduce the Purchase Price if one or more card processing conditions are not satisfied.
Purchase Price Reduction. 5.1.1 In the event that during the period from [***] to [***] (the “Extended Operating Metrics Measurement Period”) or, [***] (the “Operating Metrics Measurement Period”) the average of: (i) [***] and (ii) [***] (the “[***]”) is [***] as determined pursuant to the procedure set out in Clause 5.1.2 based on the calculations provided by the Seller to the Buyer pursuant to Clause 5.1.2, where [***]; then [***], the Adjustable Purchase Price payable to the Seller hereunder shall be reduced by [***] (with any such reduction applying proportionately to the Completion Consideration Cash [***]), the Completion Consideration Shares, the Application Integration Shares, the Deferred Cash, the Integration Consideration Cash and the Integration Consideration Shares). The calculation of any such Adjustable Purchase Price reduction (the “Operating Metrics Reduction”) shall be made by the Buyer and furnished to the Seller at least [***] prior to the date on which [***].
5.1.2 For purposes of calculating the Operating Metrics Reduction (if any):
(a) [***];
(b) during the Operating Metrics Measurement Period or the Extended Operating Metrics Measurement Period (as applicable), [***], the Seller shall provide to the Clean Team the calculation of (i) [***] and (ii) [***] (“Weekly Metrics”). At any time during the Operating Metrics Measurement Period or the Extended Operating Metrics Measurement Period (as applicable), at the Buyer’s request, the Seller shall grant access to the Group Companies and the Former Group Companies books, records, premises and IT systems to members of the Clean Team for purposes of verification of the data underlying the Weekly Metrics (“Operating Metrics DD”), provided that such Operating Metrics DD shall be conducted by the Clean Team in a manner that does not cause a material
(c) if the Clean Team disagrees with any Weekly Metrics or any item thereof, it shall give notice of such disagreement to the Seller within [***] of presentation to the Clean Team of the calculation of such Weekly Metrics by the Seller or within [***] of the completion of the Operating Metrics DD, and such notice shall state the reasons for the disagreement in reasonable detail and specify the adjustments which, in the Clean Team’s opinion, should be made to the Weekly Metrics (the “Metrics Disagreement Notice”). In any event, the Metrics Disagreement Notice shall be provided by the Clean Team to the Seller no later than [***];
(d) if the Clean Team does not provide the Met...
