Purchase Price Reduction Sample Clauses

Purchase Price Reduction. Paragraph 2 of the Agreement is hereby amended by deleting the number "Seven Hundred Twenty-Five Million and NO/100 DOLLARS ($725,000,000.00)" in line 2 of said Paragraph 2 and substituting in lieu thereof the number "Seven Hundred Ten Million and NO/100 DOLLARS ($710,000,000.00)." Paragraph 2 is hereby further amended by deleting the number "Five Hundred Million and NO/100 DOLLARS ($500,000,000.00)" in line 8 of said Paragraph 2 and substituting in lieu thereof the number "Four Hundred Eighty Five Million and NO/100 DOLLARS ($485,000,000.00)."

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. 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. Seller and Buyer hereby agree that the Purchase Price shall be, and hereby is, reduced from $46,250,000 down to $45,750,000.

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. 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. On any Remittance Date before the Repurchase Date for a Purchased Asset, Seller shall have the right, from time to time, to transfer cash to Purchaser for the purpose of reducing the Purchase Price of, but not terminating, a Transaction and without the release of any Collateral, but subject to the payment of any Exit Fee due and payable with respect to such Purchased Asset in connection with such payment.

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. (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.