Common use of Purchase Price Reduction Clause in Contracts

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. Notwithstanding anything If Seller fails, for any reason, to deliver possession of, or good and marketable title to, any item of non-leased Personal Property or the exclusive right of ownership therein, as may be applicable, to the contrary set forth in Buyer at Closing as required by Section 2(a) above or elsewhere in 1.1.3 of this Purchase Agreement, then, within thirty (30) days following the Parties acknowledge and agree Closing, Buyer shall be entitled to a distribution from the Purchase Price Reduction Escrow Account in an amount equal to the lesser of (x) the amount listed for such item of owned Personal Property in that certain Membership appraisal provided to Seller by DoveBid Valuation Services dated December 8, 2000 (with respect to machinery and Managers Approvals equipment) and Regulatory Approvals dated June 14, 2001 (with respect to floating equipment), based on orderly liquidation values and Required Third-Party Approvals (collectivelyy) the amount listed for such item in an appraisal, the “Required Consents”) may not based on orderly liquidation values, to be obtained by Buyer prior to the Initial Closing Date (defined belowthe lesser of (x) or and (y), the Second Closing Date"Specified Amount"). With respect to If any Dispensary for which any applicable Required Consent such item of Personal Property is not obtained included on both of the appraisals listed in (x) and (y), then the value to be utilized shall be the value indicated on such appraisal in which the item is listed. Upon presenting Seller with proof, to the reasonable satisfaction of Seller, of Seller's failure to deliver possession of, good and marketable title to, or an exclusive right of ownership in, an item of non-leased Personal Property and Seller is unable to cure such failure within one year following ten (10) calendar days after Buyer presents such proof to Seller, Buyer and Seller shall jointly instruct the Initial Closing Date or Purchase Price Reduction Escrow Agent to immediately distribute the Second Closing Date Specified Amount relating to such item to Buyer. If Buyer has submitted a Reimbursement Request (as applicabledefined in the Purchase Price Reduction Escrow Agreement) and such failure to obtain such Required Consent results in Buyer being unable to exercise control over such Dispensary and receive no disbursement has been made by the expected financial benefits of the Transaction Purchase Price Reduction Escrow Agent or there is a dispute with respect to such DispensaryReimbursement Request, 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) then the Purchase Price Reduction Escrow Agent shall be reduced accordingly based on the portion of the Purchase Price allocated to retain such Dispensary on the Allocation Schedule attached hereto as Exhibit C (the “Purchase Price Reduction”), amount until either Buyer 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 Seller submit a number of shares equal joint instruction to the Purchase Price Reduction divided by (B) $100, as Escrow Agent with respect to the Series A Preferred Stock, disbursement thereof or (B) a Final Order of the applicable conversion price per share, as Bankruptcy Court is presented to the Conversion SharesPurchase Price Reduction Escrow Agent which directs the disbursement of such amount. Notwithstanding the foregoing, Buyer shall not be entitled to a distribution from the Purchase Price Reduction Escrow Account until the aggregate Specified Amount exceeds One Hundred Thousand Dollars ($100,000). Nothing in this Section 2.1.4 shall be construed as permitting Buyer to receive any distribution from the Purchase Price Reduction Escrow Account for an item of owned Personal Property because of its condition or operational status on the Closing Date.

Purchase Price Reduction. Notwithstanding anything (a) The entire price reduction shall be applied exclusively 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 and shall not therefore be applied to the Class O Shares Purchase Price. If on the Closing Date, the Holding Company does not have exclusive and Unencumbered title to all of the Company Securities or if exclusive and Unencumbered title to all of the Holding Company Securities is not transferred to the Purchaser on the Closing Date, the price for all of the Holding Company Securities shall be that computed in accordance with Section 2.2.2 reduced accordingly based on the portion by a lump sum amount of the Purchase Price allocated to such Dispensary on the Allocation Schedule attached hereto as Exhibit C seventeen million euros (€17,000,000) (the “Purchase Price Reduction”). The same will apply in the event any Challenge to the exclusive and Unencumbered title to the Holding Company Securities or to the Company Securities is raised within the 60 Day Period and that such Challenges have not been irrevocably withdrawn in sufficient time for the two TUP to be finalized within the 60 Day Period. In addition, the Sellers may avoid the Purchase Price Reduction in the event the Closing has taken place notwithstanding the fact that not all Class O Shares were transferred at the Closing provided that exclusive, Unencumbered and Unchallenged title to such non-transferred Class O Shares is transferred to the Purchaser in sufficient time for the two TUP to be finalized within the 60 Day Period. The Sellers shall bear all costs in relation to, and hold the Purchaser and the Group Companies harmless in connection with, the existence, defense against and withdrawal of any such Challenge. The Sellers’ Representative shall inform the Purchaser of the status of any Challenge or the progress of any discussions with respect to the sale of those Class O Shares not transferred to the Purchaser on the Closing Date at the end of each week during the 60 Day Period. (b) The Purchase Price shall not be reduced by the Purchase Price Reduction in the event the two TUP have not been finalized within the 60 Day Period provided that (i) the Holding Company had exclusive, Unencumbered and Unchallenged title to the Company Securities on the Closing Date, (ii) exclusive, Unencumbered and Unchallenged title to the Holding Company Securities was transferred to the Purchaser on the Closing Date and (iii) there shall all Challenges, if any, relating thereto were irrevocably withdrawn in sufficient time for the two TUP to be no further liability or obligation on finalized within the part 60 Day Period. (c) In order to secure the refund of any Party hereto with respect the Purchase Price Reduction to the failure to obtain such Required Consent Purchaser or the removal of such Dispensary from Exhibit A. Any such payment thereof to the Sellers, the parties shall set up a special tax escrow account as further described in Section 2.9. (d) The Purchase Price Reduction shall be allocated 100% to not limit 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 Purchaser’s rights under Article IX hereof except that, if the Purchase Price Reduction divided has been reduced by (B) $100the Purchase Price Reduction, as the Purchaser shall not be entitled to any other remedies relating to the Series A Preferred Stocktax consequences resulting from its failure to complete the TUP. For the avoidance of doubt, or (B) the applicable conversion price per share, as Purchaser shall not be entitled to the Conversion Sharesremedies stipulated in Article IX hereof with respect to any Challenge which was irrevocably withdrawn in sufficient time for the two TUP to be finalized within the 60 Day Period according to this Section 2.4.

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 then to the extent such failure to obtain such Required Consent is a direct result of any material breach action or omission on the part 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 Consentapplicable Seller, 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 D (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; provided, as however, that in the event that, notwithstanding its commercially reasonable efforts, the Buyer is unable to exercise control over at least three (3) of the Dispensaries and receive the expected financial benefits of the Transaction with respect to such Dispensaries, then and in event, the Purchase Price Reduction shall be allocated first to the Note and then to the Series A Preferred Stock, or (B) the applicable conversion price per share, as to the Conversion Sharesset forth above.

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 Harvest Health or the applicable Seller is unable to deliver any applicable Required Consent is not obtained within one year following either at 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 certain Regulatory Approvals following 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 ConsentClosing Date, 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 D (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 deliver such Required Consent or the removal of such Dispensary from Exhibit A. Any such Purchase Price Reduction shall be allocated 10% to the $7,500,000 principal amount under the Purchase Note and shall reduce such amount on a dollar-for-dollar basis (subject to the proviso in clause (ii) below), and 90% to the Series A Preferred Stock and shall reduce the number of the 675,000 shares of Series A Preferred Stock by a number of shares equal to 90% of the Purchase Price Reduction divided by $100; provided, however, that notwithstanding anything to the contrary (i) with respect to HAH 5 LLC (Oakland), the Purchase Price Reduction shall be allocated 100% to the Series A Preferred Stock or Stock, and (ii) once the Conversion Shares and shall reduce principal amount under the number of shares of Series A Preferred Stock or the Conversion Shares by a number of shares equal Purchase Note has been reduced to $3,000,000 pursuant to this Section 2(b), the Purchase Price Reduction divided by (B) $shall be allocated 100, as % to the Series A Preferred Stock, or (B) the applicable conversion price per share, as to the Conversion Shares.