Common use of CLOSING ADJUSTMENT OF PURCHASE PRICE Clause in Contracts

CLOSING ADJUSTMENT OF PURCHASE PRICE. If the Clearview Group shall have delivered the Option Notice in accordance with this Section 9.02, the Closing shall take place within the sixty day period immediately following the delivery of the Option Notice; provided, however, that if the Clearview Group shall have received a Landlord Notice of Default from any lessors under any Lease, the Closing shall take place on a date not fewer than five days prior to the date by which the Landlord Notice of Default requires the default alleged therein to be cured. Upon exercise of the Option pursuant to this Article, the Purchase Price shall be adjusted to include, to the extent not already included in the Purchase Price the following amounts, discounted to present value as of the Closing Date at a rate of ten percent per annum: (A) if the Option Notice is delivered during the First Contract Year, the Initial Option Payment and Additional Option Payments that would have been required through the end of the Second Contract Year and (B) if the Option Notice is delivered in the Second, Third, Fourth, or Fifth Contract Year, all Additional Option Payments that would have been required through the end of the Contract Year during which the Option Notice was delivered. For the purpose of calculating the adjustments under this Section, the Additional Option Payments for each Contract Year shall be deemed to be the Estimated Additional Option Payments for that Contract Year; provided, however, that if the Option Notice is delivered within the Second Contract Year, the Additional Option Payment for the Second Contract Year shall be the greater of the Additional Option Payment for the First Contract Year or $132,000. If the Clearview Group shall exercise the Option pursuant to this Article, the Clearview Group shall pay to the GG Group, to the extent such amount exceeds the amounts already paid to the GG Group pursuant to this Section, an amount equal to the Option Payments which would have been due to the GG Group if the Option had not been so exercised based upon the actual performance of the Clearview Group from the date of the Closing until the first time at which the Clearview Group was entitled to exercise its Option under Article One of this Agreement (the "Cut-off Date"), such payment to be made within the thirty-day period immediately following the Cut-off Date.

CLOSING ADJUSTMENT OF PURCHASE PRICE. If the Clearview Group shall have delivered the Option Notice in accordance with this Section 9.029.2, the Closing shall take place within the sixty day period immediately following the delivery of the Option Notice; provided, however, that if the Clearview Group shall have received a Landlord Notice of Default from any lessors the lessor under any the Lease, the Closing shall take place on a date not fewer than five days prior to the date by which the Landlord Notice of Default requires the default alleged therein to be cured. Upon exercise of the Option pursuant to this Article, the Purchase Price shall be adjusted to include, to the extent not already included in the Purchase Price Price, the following amounts, discounted to present value as of the Closing Date at a rate of ten percent per annum: (A) if the Option Notice is delivered during the First Contract Year, the Initial Option Payment and Additional Option Payments all Retention Fees that would have been required through the end of the Second Contract Year and (B) if the Option Notice is delivered in the Second, Third, Fourth, or Fifth Contract Year, all Additional Option Payments Retention Fees that would have been required through the end of the Contract Year during which the Option Notice was delivered. For the purpose of calculating the adjustments under this Section, the Additional Option Payments all Retention Fees for each Contract Year shall be deemed to be the Estimated Additional Option Payments all Retention Fees for that Contract Year; provided, however, that if the Option Notice is delivered within the Second Contract Year, the Additional Option Payment all Retention Fees for the Second Contract Year shall be the greater of the Additional Option Payment Retention Fees for the First Contract Year or $132,000165,000. If the Clearview Group shall exercise the Option pursuant to this Article, the Clearview Group shall pay to the GG Group, to the extent such amount exceeds the amounts already paid to the GG Group pursuant to this Section, an amount equal to the Option Payments Retention Fees which would have been due to the GG Group if the Option had not been so exercised exercised, based upon the actual performance of the Clearview Group from the date of the Closing until the first time at which the Clearview Group was entitled to exercise its Option under Article One of this Agreement (the "Cut-off Date"), such payment to be made within the thirty-day period immediately following the Cut-off Date.