Stage Road and NHC Sample Clauses

Stage Road and NHC. The Buy-Sell initiation notices relating to (i) the Underlying Property listed as “Stage Road” on Schedule 1 and (ii) the Underlying Properties listed on Schedule 1 next to the Purchased Entity “National Home Communities” include an increase in the “Net Valuation Amount” (as set forth in the applicable Buy-Sell initiation notices) for certain cash balances being held by the applicable Joint Ventures. In the event either Operating Partner elects to sell its interests in the related Joint Venture to the relevant Seller Party and the Seller Party subsequently transfers the related Properties to Purchaser, Seller and Purchaser agree that the Unadjusted Purchase Price payable for the Underlying Properties by Purchaser shall be adjusted to equal the sum of (x) the Unadjusted Asset Purchase Price that would have been payable for the applicable Purchased Interest if Purchaser were to acquire the applicable Purchased Interest in the applicable Joint Venture only (as adjusted pursuant to Section 1.4(a)(iv) of the Purchase Agreement) and (y) the purchase price actually paid by Seller to acquire the interest of the Operating Partner in such Joint Venture pursuant to the Buy-Sell in accordance with Section 7.2(c) of the Purchase Agreement (excluding the allocable portion of any cash balances and escrows (to the extent included in the purchase price) and, the purchase price payable pursuant to (x) and (y) above shall be subject to the adjustments provided in Section 1.4 with respect to the Transfer of the Transferred Property. Any costs and expenses of the acquisition of the Joint Venture interests shall be allocated between Seller and the Joint Venture in accordance with the applicable Joint Venture agreement.
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Related to Stage Road and NHC

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