Common use of Purchase Price; Deposit Clause in Contracts

Purchase Price; Deposit. The purchase price (the “Purchase Price”) to be paid by Purchaser to Seller at the Closing shall be One Hundred Forty-Two Million Five Hundred Thousand Dollars ($142,500,000.00), subject to the prorations and adjustments as provided in this Agreement. Seller and Purchaser agree that the Purchase Price shall be allocated among (i) the Land and the Improvements, and (ii) the Personal Property as may be determined by mutual agreement of Seller and Purchaser prior to the Closing for federal, state and local tax purposes in accordance with Section 1060 of the Code as set forth on Exhibit L (the “Allocation”). Purchaser and Seller shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price, and (ii) shall file all federal, state and local tax returns and related tax documents consistent with the Allocation, as the same may be adjusted pursuant to any provisions of this Agreement. The provisions of this Section 3.1 shall survive the Closing without limitation. The Purchase Price shall be payable by Purchaser as follows:

Purchase Price; Deposit. The purchase price (the “Purchase Price”) to be paid by Purchaser to Seller at the Closing shall be One Hundred FortyThirty-Two Seven Million Five Hundred Thousand Dollars ($142,500,000.00137,000,000.00), subject to the prorations and adjustments as provided in this Agreement. Seller and Purchaser agree that the Purchase Price shall be allocated among (i) the Land and the Improvements, and (ii) the Personal Property (and the classes thereof) as may be determined by mutual agreement of Seller and Purchaser prior to the Closing set forth on Exhibit AA attached hereto for federal, state and local tax purposes in accordance with Section 1060 of the Code as set forth on Exhibit L (the “Allocation”). Purchaser and Seller shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the agreed Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price, and (ii) shall file all federal, state and local income tax returns and related tax documents consistent with the Allocation, as the same may be adjusted pursuant to any provisions of this Agreement. The provisions of this Section 3.1 shall survive the Closing without limitation. The Purchase Price shall be payable by Purchaser as follows:

Purchase Price; Deposit. The purchase price (the “Purchase Price”) to be paid by Purchaser to Seller at the Closing shall be One Hundred Forty-Seventy Five Million Two Million Five Hundred Thousand Dollars ($142,500,000.0075,200,000.00), subject to the prorations and adjustments as provided in this Agreement. Seller and Purchaser agree that the Purchase Price shall be has been allocated among (i) the Land and the Improvements, and (ii) the Personal Property as may be determined by mutual agreement of Seller and Purchaser prior to the Closing for federal, state and local tax purposes in accordance with Section 1060 of the Code (the “Allocation”) as set forth on Exhibit L (the “Allocation”)X attached hereto. Purchaser and Seller shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price, and (ii) shall file all federal, state and local tax returns and related tax documents consistent with the Allocation, as the same may be adjusted pursuant to any provisions of this Agreement. The provisions of this Section 3.1 shall survive the Closing without limitation. The Purchase Price shall be payable by Purchaser as follows:

Purchase Price; Deposit. The purchase price (the “Purchase Price”) to be paid by Purchaser to Seller at the Closing shall be One Hundred Forty-Two Sixty Six Million Five Four Hundred Thousand Dollars ($142,500,000.0066,400,000.00), subject to the prorations and adjustments as provided in this Agreement. Seller and Purchaser agree that the Purchase Price shall be allocated among (i) the Land and the Improvements, and (ii) the Personal Property as may be determined by mutual agreement of Seller and Purchaser prior to the Closing for federal, state and local tax purposes in accordance with Section 1060 of the Code as set forth on Exhibit L (the “Allocation”). Purchaser and Seller shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price, and (ii) shall file all federal, state and local tax returns and related tax documents consistent with the Allocation, as the same may be adjusted pursuant to any provisions of this Agreement. The provisions of this Section 3.1 shall survive the Closing without limitation. The Purchase Price shall be payable by Purchaser as follows: