Aggregate Purchase Price. The aggregate purchase price (the “Purchase Price”) for the Assets is Twenty-Seven Million Four Hundred Thousand Dollars ($27,400,000), plus an amount equal to the sum of the following: (a) The value of the propane gas inventories of the Business located in Seller’s bulk storage tanks and trucks on the Closing Date, with the amount of such inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and trucks taken jointly by a representative of Buyer and a representative of Seller on the Closing Date, and the value of such inventory to be based upon the lesser of (i) the historical cost of such inventory computed on the same basis as reflected on Seller’s books and records, and (ii) Exxon’s posted price at Apex plus eight cents ($0.08) on the Closing Date; (b) The value of the parts, supplies and appliances inventories of the Business on the Closing Date that are usable and saleable in the ordinary course of the Business of Seller, with the amount of such inventory to be based upon a physical inventory taken jointly by a representative of Buyer and a representative of Seller on or as soon after the Closing Date as practicable, but in any event within fifteen (15) days after the Closing Date, and the value of such inventory to be based upon the actual cost as reflected on Seller’s books and records; and (c) The amount of the billed and billable accounts receivable arising from the Business of Seller and owned by Seller as of the Closing Date, reduced according to the discount formula set forth on Schedule 3.1 hereto (the “Accounts Receivable”); minus an amount equal to the sum of the following: (x) An amount equal to the sum of the customer deposits given to Seller and net customer budget payment account credits (after taking into account customer budget payment account debits) of the Business held by Seller on the Closing Date (the “Customer Deposits”) as determined by Buyer and Seller from the books and records of Seller on or as soon after the Closing Date as practicable, but in any event within thirty-five (35) days after the Closing Date; and (y) An amount equal to the property and ad valorem taxes (including personal property and inventory) with respect to the Assets that are required to be paid by Buyer subsequent to the Closing Date, which taxes relate, in whole or in part, to periods prior to the Closing Date. In the event the amount of any property or ad valorem tax cannot be ascertained as of thirty-five (35) days after the Closing Date, proration shall be made on the basis of the preceding year and to the extent that such proration may be inaccurate Seller and Buyer agree to make such payment to the other after the tax statements have been received which are necessary to allocate such taxes properly between Seller and Buyer on a pro rata basis as of the Closing Date.
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Aggregate Purchase Price. The aggregate purchase price (the “Purchase Price”) for the Assets is Twenty-Seven One Hundred Six Million Four Hundred Ninety Thousand Dollars ($27,400,000106,090,000), plus an amount equal to the sum of the following:
(a) The value of the propane gas inventories of the Business (i) located in Seller’s bulk storage tanks and trucks on September 30, 2005, (ii) located in Seller’s yard tanks (i.e., tanks located on the Closing DateReal Property) on September 30, 2005, (iii) stored by Seller in the Hattiesburg underground storage facility on September 30, 2005, and (iv) located in the ▇▇▇▇▇ pipeline and reflected in Seller’s ▇▇▇▇▇ pipeline shipper’s account on September 30, 2005, with the amount of such inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and trucks taken for propane gas located therein, upon a reading from the sight gauge, tank scale or other means agreed upon by Buyer and Seller for propane gas in yard tanks, and upon the bailment, detail stock report or similar documentation of the Hattiesburg underground storage facility and of the ▇▇▇▇▇ pipeline, in each case, determined jointly by a representative of Buyer and a representative of Seller on the Closing DateSeptember 30, 2005, and the value of such inventory in Seller’s bulk storage tanks and trucks and in Seller’s yard tanks to be based upon the lesser of (i) the historical cost of such inventory computed on the same basis as reflected on Seller’s books and records, and (ii) Exxon’s posted lowest wholesale delivered price at Apex plus eight cents ($0.08) which Seller could purchase propane on the Closing Date;, the value of such inventory in the Hattiesburg underground storage facility to be based upon the price of $0.97 per gallon with respect to the first 3.5 million gallons of such inventory and upon the Hattiesburg OPIS daily average for propane on the Closing Date with respect to any such inventory in excess of the first 3.5 million gallons, and the value of any such inventory in the ▇▇▇▇▇ pipeline and reflected in Seller’s ▇▇▇▇▇ pipeline shipper’s account to be based upon the Hattiesburg OPIS daily average for propane on the Closing Date plus laid in freight charges incurred by Seller for such inventory; provided, however, Seller will cause there to be at least 3.5 million gallons of propane gas stored by Seller in the Hattiesburg underground storage facility on the Closing Date and will be responsible for any shortfall (to the extent that there is less than 3.5 million gallons of propane gas stored by Seller in the Hattiesburg underground storage facility on the Closing Date, Buyer may purchase propane gas in an amount equal to the shortfall and Seller thereupon shall reimburse Buyer for an amount equal to the number of gallons so purchased by Buyer multiplied by the difference between the price per gallon paid by Buyer for such propane and $0.97 per gallon).
(b) The value of the parts, supplies parts and appliances inventories of the Business on the Closing Date that are usable and saleable in the ordinary course of the Business of Sellerbusiness, with the amount of such inventory to be based upon a physical inventory taken jointly by a representative of Buyer and a representative of Seller on or as soon after the Closing Date as practicable, but in any event within fifteen thirty (1530) days after the Closing Date, and the value of such inventory to be based upon the actual cost as reflected on Seller’s books and records; and;
(c) The amount of the billed and billable accounts receivable arising from the Business of Seller and owned by Seller as of the Closing Date, reduced according to Date that are actually collected by Buyer during the discount formula set forth on Schedule 3.1 hereto one hundred eighty (180) days immediately following the Closing Date (the “Accounts Receivable”), and collections received by Buyer during such one hundred eighty (180) day period from a customer who owes money on accounts receivables arising from the Business both before and after the Closing Date will be applied first against those accounts receivables that arose before the Closing Date, and second against those accounts receivables that arose after the Closing Date;
(d) An amount equal to the sum of propane deposits of the Business held on account with suppliers on the Closing Date under those of the Assumed Contracts that are for the purchase of propane at a fixed price, as determined by Buyer and Seller from the books and records of Seller on the Closing Date;
(e) An amount equal to the sum of the purchase price paid by Seller with respect to each acquisition by Seller of the business and assets of retail propane companies that was closed from July 26, 2005 to the Closing Date plus the out of pocket transaction costs incurred by Seller in making such acquisition, which acquisitions are listed on Schedule 3.1(e) hereto together with, for each such acquisition, the closing date, the location of the business and assets acquired, the Person who sold such business and assets, the purchase price paid by Seller, the out of pocket transaction costs incurred by Seller in making such acquisition, and the trailing twelve-month propane gallons sold by the business acquired;
(f) An amount equal to the property and ad valorem taxes with respect to the Assets that are required to be paid by Buyer subsequent to the Closing Date, to the extent such taxes were paid in advance by Seller and relate to periods after the Closing Date; and minus an amount equal to the sum of the following:
(w) An amount equal to the sum of the amounts of the remaining payment obligations of Seller as of the Closing Date in respect of various covenants not to compete, which remaining payment obligations are set forth on Schedule 6.12 hereto;
(x) An amount equal to the sum of the customer deposits given to Seller and net customer budget payment account credits (after taking into account customer budget payment account debits) of the Business held by Seller on the Closing Date (the “Customer Deposits”) as determined by Buyer and Seller from the books and records of Seller on or as soon after the Closing Date as practicable, but in any event within thirty-five (355) days after the Closing DateDate (the “Customer Deposits”);
(y) An amount equal to the cost and expense actually incurred by Buyer that is attributable to vacation time and sick time provided to employees of the Business who are hired by Buyer and which is furnished by Buyer to said employees with respect to the period commencing on the Closing Date and ending on December 31, 2005, with such amount being documented in the books and records of Buyer; and
(yz) An amount equal to the property and ad valorem taxes (including personal property and inventory) with respect to the Assets that are required to be paid by Buyer subsequent to the Closing Date, which to the extent such taxes relate, in whole or in part, relate to periods prior to the Closing Date. In the event the amount of any property such tax in Section 3.1(f) or ad valorem tax in Section 3.1(z) cannot be ascertained as of thirty-five (35) days after the Closing Date, proration shall be made on the basis of the preceding year and to the extent that such proration may be inaccurate Seller and Buyer agree to make such payment to the other after the tax statements have been received which are necessary to allocate such taxes properly between Seller and Buyer on a pro rata basis as of the Closing Date. The amount determined pursuant to this Section 3.1 is payable at the times and in the manner specified in Section 4.3 hereof.
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Aggregate Purchase Price. The aggregate purchase price (the “"Purchase Price”") for the Assets is Twenty-Seven Forty Nine Million Four Nine Hundred Ninety Eight Thousand Dollars ($27,400,00049,998,000.00), plus an amount equal to the sum of the following:
(a) The An amount equal to the value of the inventory of propane gas inventories of the Business located in Seller’s United's bulk storage tanks and trucks as of the close of business on the Closing Date, Date with the amount of such inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and trucks taken jointly by a representative United (with Buyer having observation rights) on the Closing Date and priced based upon the cost method for inventory regularly employed by United in its inventory accounting practices (the "Propane Inventory");
(b) An amount equal to the value of Buyer the inventory of parts and a representative appliances of Seller United as of the close of business on the Closing Date, and the value of such inventory to be based upon the lesser of (i) the historical cost of such inventory computed on the same basis as reflected on Seller’s books and records, and (ii) Exxon’s posted price at Apex plus eight cents ($0.08) on the Closing Date;
(b) The value of the parts, supplies and appliances inventories of the Business on the Closing Date that are usable and saleable in the ordinary course of the Business of SellerUnited, with the amount of such inventory to be based upon a physical inventory taken jointly by a representative of United (with Buyer having observation rights) on June 30, 2003 and a representative of Seller on or as soon after the thereafter maintained by United throughout Closing Date as practicablein accordance with United's perpetual inventory method, but in any event within fifteen (15) days after the Closing Date, and with the value of such inventory at Closing to be based upon the actual cost as reflected on Seller’s books method for inventory regularly employed by United in its inventory accounting practices (the "Parts and records; andAppliances Inventory");
(c) The amount of For the billed and billable accounts receivable arising from the Business of Seller United and owned by Seller United, the amount of which shall be determined from the books and records of United by Buyer and United, as of the close of business on the Closing Date ("Accounts Receivable"):
(i) An amount equal to ninety-five percent (95%) of the Accounts Receivable which have been due and payable for less than one hundred twenty (120) days prior to Closing Date, reduced according ;
(ii) An amount equal to fifty percent (50%) of the Accounts Receivable which have been due and payable for at least one hundred twenty (120) days but less than one hundred eighty (180) days prior to the discount formula set forth Closing Date; and
(iii) No amount shall be payable for Accounts Receivable which are due and payable for one hundred eighty (180) days or more prior to the Closing Date;
(d) An amount equal to the cost of all Reimbursable Capital Items purchased by United after May 15, 2003 and prior to the Closing Date; and
(e) An amount equal to United's cost of sporting event tickets and related expenses listed on Schedule 3.1 hereto (the “Accounts Receivable”); 3.1(e) for events subsequent to Closing Date. minus an amount equal to the sum of the following:
(x) An amount equal to the sum of the customer deposits given to Seller and net customer budget payment account credits (after taking into account customer budget payment account debits) of the Business held by Seller on the Closing Date (the “Customer Deposits”) as determined by Buyer and Seller from the books and records of Seller on or as soon after the Closing Date as practicable, but in any event within thirty-five (35) days after the Closing Date; and
(y) An amount equal to the property and ad valorem taxes (including personal property and inventory) with respect to the Assets that are required to be paid by Buyer subsequent to the Closing Date, which taxes relate, in whole or in part, to periods prior to the Closing Date. In the event the amount of any property or ad valorem tax cannot be ascertained as of thirty-five (35) days after the Closing Date, proration shall be made on the basis of the preceding year and to the extent that such proration may be inaccurate Seller and Buyer agree to make such payment to the other after the tax statements have been received which are necessary to allocate such taxes properly between Seller and Buyer on a pro rata basis as of the Closing Date.
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Aggregate Purchase Price. The aggregate purchase price (the “------------------------ "Purchase Price”") for the Assets and the Noncompetition Agreements is TwentySeventeen Million Thirty-Seven Million Four Hundred six Thousand Dollars ($27,400,00017,036,000), plus an amount equal to the sum of the following:
(a) The value inventory of the propane gas inventories of the Business (i) located in Seller’s SELLER's bulk storage tanks and trucks bobtails on the Closing DateDate and useable and saleable in the ordinary course of the Business of SELLER, with the amount of such inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and trucks bobtails taken jointly by a representative of Buyer BUYER and a representative of Seller SELLER on or as soon after the Closing Date as practicable, but in any event within five (5) days after the Closing Date, and the value of such inventory to be priced based upon the lesser of (i) the historical cost of such inventory computed lowest wholesale delivered price at which SELLER could purchase propane on the same basis as reflected on Seller’s books and records, Closing Date and (ii) Exxon’s posted owned by SELLER and stored in third party storage facilities, and priced based upon the lower of actual cost or market price at Apex plus eight cents such storage facility ($0.08) on the Closing Date"Propane Inventory");
(b) The value inventory of the parts, supplies parts and appliances inventories of the Business SELLER on the Closing Date that are usable and saleable in the ordinary course of the Business of SellerSELLER, with the amount of such inventory to be based upon a physical inventory taken jointly by a representative of Buyer BUYER and a representative of Seller SELLER on or as soon after the Closing Date as practicable, but in any event within fifteen thirty (1530) days after the Closing Date, and the value of such inventory to be priced based upon the actual average cost as reflected on Seller’s books method for inventory regularly employed by SELLER in its inventory accounting practices (the "Parts and records; andAppliances Inventory");
(c) The amount of the billed and billable accounts Accounts receivable arising from the Business of Seller SELLER and owned by Seller SELLER as of the Closing Date, reduced according to Date that are actually collected within one hundred twenty (120) days following the discount formula Closing Date (the "Accounts Receivable");
(d) The capital expenditures set forth on in Schedule 3.1 hereto 3.1(d) at the --------------- total amount shown therein (the “Accounts Receivable”"Capital Expenditures");
(e) The amount of SELLER's propane deposits on account with suppliers on the Closing Date on all of SELLER's outstanding contracts for the purchase of propane at a fixed price (the "Propane Deposits"); minus and the Purchase Price shall be decreased by an amount equal to the sum of the following:
(xy) An amount equal to the sum of the customer deposits given to Seller and net customer budget payment account credits (after taking into account customer budget payment account debits) of the Business held by Seller SELLER on the Closing Date as determined from the books and records of SELLER on the Closing Date (the “"Customer Deposits”) as determined by Buyer and Seller from the books and records of Seller on or as soon after the Closing Date as practicable, but in any event within thirty-five (35) days after the Closing Date"); and
(yz) An amount equal to the property accrued but unused vacation time and ad valorem taxes (including personal property and inventory) with respect sick pay to the Assets that are required to which employees hired by BUYER will be paid by Buyer subsequent to the Closing Date, which taxes relate, in whole or in part, to periods prior to the Closing Date. In the event the amount of any property or ad valorem tax cannot be ascertained as of thirty-five (35) days after the Closing Date, proration shall be made on the basis of the preceding year and to the extent that such proration may be inaccurate Seller and Buyer agree to make such payment to the other after the tax statements have been received which are necessary to allocate such taxes properly between Seller and Buyer on a pro rata basis entitled as of the Closing DateDate determined in accordance with Section 9.15(a) below, but only with respect to any employee of SELLER who is employed by BUYER but whose employment with BUYER is terminated prior to August 1, 2000 for any reason whatsoever.
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Aggregate Purchase Price. The aggregate purchase price (the “------------------------ "Purchase Price”") for the Assets and the Noncompetition Agreements is TwentySixty-Seven Six Million Four Hundred Thousand Dollars ($27,400,00066,000,000), plus an amount equal to the sum of the following:
(a) The value inventory of the propane gas inventories of the Business (i) located in Seller’s each SELLER's bulk storage tanks and trucks bobtails on the Closing DateDate and useable and saleable in the ordinary course of the Business of such SELLER, with the amount of such inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and trucks bobtails (adjusted to 60 degrees Fahrenheit) taken jointly by a representative of Buyer BUYER and a representative of Seller such SELLER on the Closing Date and priced based upon the lowest wholesale delivered price at which such SELLER could purchase propane on the Closing Date, and (ii) owned by any SELLER and stored in third party storage facilities, and priced based upon (x) the value actual cost of (1) up to Two Million (2,000,000) gallons of such inventory that is located at the Marysville, Michigan underground storage facility on the Closing Date and (2) any additional such inventory held by such SELLER to be based upon meet the lesser of (i) the historical cost obligations of such inventory computed on the same basis as reflected on Seller’s books and recordsSELLER pursuant to long-term contracts described in Section 3.2 hereof, and (iiy) Exxon’s posted for all other such inventory, the lower of actual cost or market price at Apex plus eight cents ($0.08) such storage facility on the Closing DateDate (the "Propane Inventory"). (The Parties recognize that BUYER will be assuming certain Fixed Purchase Contracts for the purchase of propane pursuant to Section 3.2 hereof.);
(b) The value inventory of gasoline and diesel fuels owned by each SELLER and priced at the lower of actual cost or market price at each facility, and the inventory of parts, supplies equipment held for resale, work in progress and appliances inventories of the Business each SELLER on the Closing Date that are usable and saleable in the ordinary course of the Business of Sellersuch SELLER, with the amount of such inventory to be based upon a physical inventory taken jointly by a representative of Buyer BUYER and a representative of Seller such SELLER on or as soon after the Closing Date and priced based upon the average cost method for inventory regularly employed by such SELLER in its inventory accounting practices; provided, however, that no amount shall be paid under this Section 3.1(b) for new or used retail customer propane tanks (the "Parts and Appliances Inventory");
(c) Accounts receivable (the "Accounts Receivable") arising from the Business of each SELLER and owned by such SELLER as practicable, but in any event of the Closing Date that are actually collected within fifteen one hundred eighty (15180) days after the Closing (the "Accounts Receivable Date");
(d) An amount equal to the sum of the Growth Capital Expenditures incurred by all SELLERS on or after August 1, 1999 and prior to the Closing Date (an itemized list of all Growth Capital Expenditures including the amount of each item from August 1, 1999 to July 31, 2000 is attached hereto as Schedule 3.1(d)), which are hereby approved by BUYER;
(e) An amount equal to the pre-paid expenses (such as, for example, customer promotions and deposits for future expenditures) as reflected on the books and records of each SELLER as of the Closing Date to the extent such expenses have been approved in advance and in writing by BUYER to be included for purposes of this Section 3.1(e), including the pre-paid expenses incurred to date as set forth in Schedule 3.1(e) attached hereto;
(f) An amount equal to the outstanding balance owed by River Valley Cooperative on the Closing Date under that certain Promissory Note dated January 25, 2000, executed by River Valley Cooperative, less $25,000;
(g) An amount equal to the amount calculated in this Section 3.1(g). First, a physical inventory of the number of new (not used) retail customer propane tanks owned by each SELLER on the Closing Date usable and saleable in the ordinary course of the Business of such SELLER shall be taken jointly by a representative of BUYER and a representative of such SELLER on the Closing Date. The cost per tank used to value this physical inventory will be the most recent net price per tank paid for by such SELLER. The total value of physical inventory of new tanks on the Closing Date determined above shall be adjusted by the following number "x" to arrive at the total amount paid under this Section 3.1(g). The number "x" shall be equal to Net Purchases minus Net Sets; where, "Net Purchases" is equal to the number of all new (not used) retail customer propane tanks purchased by SELLERS from August 1, 1999 to the Closing Date, minus the number of new tanks sold during such period, in both cases in the ordinary course of business of such SELLER consistent with past practices of such SELLER and consistent with industry practices, and "Net Sets" is equal to the number of retail customer propane tanks installed by SELLERS from August 1, 1999 to the Closing Date, in the ordinary course of business of such SELLER consistent with past practices of such SELLER and consistent with industry practices, minus the number of used tanks picked up from retail customers during such period. If the number of tanks calculated in "x" is negative, then 90% of that number "x" shall be added to the value of such the physical inventory of new tanks on the Closing Date to arrive at the total net dollar amount paid for under this Section 3.1(g). If the number of tanks calculated in "x" is positive, then 90% of that number "x" shall be deducted from the value of the physical inventory of new tanks on the Closing Date to arrive at the total net dollar amount paid for under this Section 3.1(g). If the number of tanks calculated in "x" is zero, then the actual physical inventory of new tanks on Closing Date shall be paid with no adjustments. The value per tank to be based upon used in any adjustment for "x" shall be the most recent price paid by SELLER for such tanks.
(h) An amount equal to the number of Net Sets (as defined in Section 3.1(g) above) multiplied by the sum of $125, plus an amount equal to the actual cost as reflected on Seller’s books of all new (not used) tanks purchased by SELLERS, minus the number of new tanks sold by SELLERS during such period, in both cases since August 1, 1999 to the Closing Date. (An itemized calculation of the sum payable pursuant to this Section 3.1(h) through July 31, 2000 is set forth in Schedule 3.1(h) and recordsis hereby approved by SELLERS and BUYER);
(i) An amount equal to $1,700 per day for each day between June 30, 2000 and the Closing Date (the "Operating Loss Adjustment");
(j) An amount equal to the sum of (A) plus (B), where (A) equals nine percent (9%) of Six Million Dollars ($6,000,000) multiplied by a fraction the numerator of which is the number of days between June 30, 2000 and the Closing Date and the denominator of which is 365, and (B) equals five percent (5%) of Sixty Million Dollars ($60,000,000) multiplied by a fraction the numerator of which is the number of days between June 30, 2000 and the Closing Date and the denominator of which is 365 (the "Purchase Price Increase");
(k) In the event that (A) a SELLER at the time of the Closing has in effect any property or casualty insurance covering the Assets or the Business, and such insurance covers periods subsequent to the Closing, (B) such SELLER cancels such insurance within ten (10) days following the Closing, and (C) the policy does not provide for a pro rata refund of such premiums paid by such SELLER, the purchase price shall be increased by an amount equal to (i) minus (ii), where (i) equals the number of days from the Closing Date to the end of the insurance policy period divided by 365 multiplied by the yearly premium paid, and (ii) equals the amount of the insurance premium refunded or to be refunded to such SELLER with respect to such policy;
(l) An amount equal to the sum of the deposits referred to in Section 3.2(d) below; and
(cm) The An amount of the billed and billable accounts receivable arising from the Business of Seller and owned by Seller as of the Closing Date, reduced according equal to the discount formula replacement capital expenditures incurred by SELLERS between June 30, 2000 and the date hereof (and other replacement capital expenditures incurred prior to June 30, 2000) as set forth on Schedule 3.1 hereto (3.1(m) hereof and hereby approved by BUYER, plus those replacement capital expenditures incurred after the “Accounts Receivable”)date hereof and prior to the Closing that have been approved in writing by BUYER in advance of the incurrence; minus and the Purchase Price shall be decreased by an amount equal to the sum of the following:
(w) An amount equal to the loss, if any, calculated pursuant to Section 3.2(c) below; and
(x) An amount equal to the sum of the customer deposits given to Seller and net customer budget payment account credits (after taking into account customer budget payment account debits) of the Business held by Seller all SELLERS on the Closing Date as determined from the books and records of SELLERS on the Closing Date (the “"Customer Deposits”) as determined by Buyer and Seller from the books and records of Seller on or as soon after the Closing Date as practicable, but in any event within thirty-five (35) days after the Closing Date"); and
(y) An amount equal to the property sum of (i) bonuses assumed by BUYER pursuant to Section 3.3 below and ad valorem taxes (including personal property and inventoryii) with respect to the Assets that are required to be paid by Buyer subsequent to the Closing Date, which taxes relate, in whole or in part, to periods prior to the Closing Date. In the event the amount of any property or ad valorem tax cannot be ascertained as of thirty-five (35) days after the Closing Date, proration shall be made on the basis of the preceding year and to the extent that such proration may be inaccurate Seller and Buyer agree to make such payment to the other after the tax statements have been received which are necessary to allocate such taxes properly between Seller and Buyer on a pro rata basis accrued expenses as of the Closing Date, if any, that BUYER and SELLERS agree in writing shall be assumed by BUYER, including the accrued expenses set forth in Schedule 3.1(y), but excluding any unused vacation days; and
(i) In the event that the promissory note negotiated as part of that certain Covenant Not to Compete, dated August 11, 1998 by and among Investors 300, Inc., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (see Section 9.18 below) is assumed by BUYER, an amount equal to the unpaid principal and accrued interest under such promissory note as of the Closing Date; and (ii) In the event BUYER exercises its right to reject certain real estate pursuant to Section 9.15 of this Agreement, the fair market value of any real estate which is excluded from this sale as determined by the average of the values established by two certified real estate appraisers, with one appraiser designated by SELLER and one appraiser designated by BUYER.
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