Common use of Purchase Price Reduction Clause in Contracts

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. Notwithstanding anything (a) At any time after the Facility Period End Date, Seller may elect to prepay all or a portion of the Repurchase Price of the Purchased Securities upon at least three 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: (i) a Voluntary Partial Prepayment may only 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 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 related Prepayment Date (as 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 Purchased Securities to such Dispensary on be repurchased shall be those which have been redeemed and in an amount not in excess of the Allocation Schedule attached hereto as Exhibit C (the “Purchase Price Reduction”), Current Redeemed Amount; and (iiiii) there shall no prepayment election may be made by Seller unless, immediately after giving effect to the relevant Voluntary Prepayment, (A) no further liability Borrowing Base Deficiency will occur or obligation on be continuing and (B) all of the part of any Party hereto Borrowing Base Portfolio Criteria will be satisfied. (b) If a Mandatory Prepayment Event has occurred and is continuing with respect to the failure Purchased Securities, Buyer may upon at least three Business Days' prior written notice to obtain Seller require Seller to prepay the entire Repurchase Price of the Purchased Securities (a "Mandatory Prepayment"). Each written notice delivered by Seller under clause (a) above or by Buyer under clause (b) above shall designate the date on which such Required Consent or prepayment is to be effective (each a "Prepayment Date"). For purposes of any Prepayment Date relating to a Voluntary Partial Prepayment, the removal of such Dispensary from Exhibit A. Any such Purchase Price Reduction "Prepayment Amount" 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 an amount equal to the Purchase Price Reduction divided by product of (x) the Advance Percentage applicable to Cash (as specified in the Indenture) and (y) the Current Redeemed Amount and in the case of a Voluntary Full Prepayment, the "Prepayment Amount" shall be an amount equal to the Repurchase Price. Subject to the “Failure to Deliver Equivalent Securities” provisions below and the timing specified therein, on each Prepayment Date: (A) Buyer shall transfer to Seller or its agent Equivalent Securities, which, in the case of a Voluntary Partial Prepayment or a Voluntary Full Prepayment occurring after redemption of the Notes, shall be in the form of USD cash in an amount equal to the Current Redeemed Amount; (B) $100Seller shall pay the related Prepayment Amount to Buyer; (C) Seller shall pay the related Breakage Amount (if any) to Buyer; and (D) with respect to a Voluntary Partial Prepayment, as for each Purchased Security that is the subject of such prepayment, the Repurchase Price for such Purchased Security immediately after giving effect to such prepayment shall be equal to (x) the Series A Preferred StockRepurchase Price thereof immediately prior to such prepayment minus (y) the related Prepayment Amount for such Purchased Security. For purposes of the foregoing, or amounts payable by Buyer and Seller under (A), (B) the applicable conversion price per share, as to the Conversion Sharesand (C) above shall be netted.

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 Harvest Health or the applicable Seller is unable to deliver any applicable Required Consent is not obtained within one year following either at 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 certain Regulatory Approvals following 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 ConsentClosing Date, 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 D (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 deliver such Required Consent or the removal of such Dispensary from Exhibit A. Any such Purchase Price Reduction shall be allocated 10% to the $7,500,000 principal amount under the Purchase Note and shall reduce such amount on a dollar-for-dollar basis (subject to the proviso in clause (ii) below), and 90% to the Series A Preferred Stock and shall reduce the number of the 675,000 shares of Series A Preferred Stock by a number of shares equal to 90% of the Purchase Price Reduction divided by $100; provided, however, that notwithstanding anything to the contrary (i) with respect to HAH 5 LLC (Oakland), the Purchase Price Reduction shall be allocated 100% to the Series A Preferred Stock or Stock, and (ii) once the Conversion Shares and shall reduce principal amount under the number of shares of Series A Preferred Stock or the Conversion Shares by a number of shares equal Purchase Note has been reduced to $3,000,000 pursuant to this Section 2(b), the Purchase Price Reduction divided by (B) $shall be allocated 100, as % to the Series A Preferred Stock, or (B) the applicable conversion price per share, as to the Conversion Shares.

Purchase Price Reduction. Notwithstanding anything (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 contrary set forth 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 Section 2(aan amount not in excess of the Current Redeemed Amount. (b) above If a Mandatory Prepayment Event has occurred and is continuing with respect to the Purchased Securities, Buyer may upon at least three Business Days’ prior written notice to Seller require Seller to prepay the entire Repurchase Price of the Purchased Securities (such prepayment, a “Mandatory Prepayment”). Each written notice delivered by Seller under clause (a) or elsewhere in this Purchase Agreement, Buyer under clause (b) shall designate the Parties acknowledge and agree that certain Membership and Managers Approvals and Regulatory Approvals and Required Third-Party Approvals date on which such prepayment is to be effective (collectivelyeach a “Prepayment Date”). For purposes of any Prepayment Date relating to a Voluntary Partial Prepayment, the “Required Consents”Prepayment Amount” shall be an amount equal to the product of (a) may not be obtained by the Initial Closing Date (defined below) or the Second Closing Date. With respect Advance Percentage applicable 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 Cash (as applicablespecified in the Indenture) and such failure (b) the Current Redeemed Amount and in the case of a Voluntary Full Prepayment, the “Prepayment Amount” shall be an amount equal to obtain such Required Consent results the Repurchase Price. Subject to the Failure to Deliver Equivalent Securities and the timing therein, on each Prepayment Date: (i) Buyer shall transfer to Seller or its agent Equivalent Securities, which, in Buyer being unable to exercise control over such Dispensary and receive the expected financial benefits case of a Voluntary Partial Prepayment or a Voluntary Full Prepayment occurring after redemption in full of the Transaction Notes, shall be in the form of USD cash in an amount equal to the Current Redeemed Amount; (ii) Seller shall pay the related Prepayment Amount to Buyer; (iii) Seller shall pay the related Breakage Amount (if any) to Buyer; and (iv) with respect to a Voluntary Partial Prepayment, for each Purchased Security that is the subject of 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 Consentprepayment, the Parties Repurchase Price for such Purchased Security immediately after giving effect to such prepayment shall be equal to (x) the Repurchase Price thereof immediately prior to such prepayment minus (y) the related Prepayment Amount for such Purchased Security. For purposes of the foregoing, amounts payable by Buyer and Seller under (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 above 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 Sharesnetted.

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 then to the extent such failure to obtain such Required Consent is a direct result of any material breach action or omission on the part 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 Consentapplicable Seller, 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 D (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; provided, as however, that in the event that, notwithstanding its commercially reasonable efforts, the Buyer is unable to exercise control over at least three (3) of the Dispensaries and receive the expected financial benefits of the Transaction with respect to such Dispensaries, then and in event, the Purchase Price Reduction shall be allocated first to the Note and then to the Series A Preferred Stock, or (B) the applicable conversion price per share, as to the Conversion Sharesset forth above.

Purchase Price Reduction. Notwithstanding anything If Seller fails, for any reason, to deliver possession of, or good and marketable title to, any item of non-leased Personal Property or the exclusive right of ownership therein, as may be applicable, to the contrary set forth in Buyer at Closing as required by Section 2(a) above or elsewhere in 1.1.3 of this Purchase Agreement, then, within thirty (30) days following the Parties acknowledge and agree Closing, Buyer shall be entitled to a distribution from the Purchase Price Reduction Escrow Account in an amount equal to the lesser of (x) the amount listed for such item of owned Personal Property in that certain Membership appraisal provided to Seller by DoveBid Valuation Services dated December 8, 2000 (with respect to machinery and Managers Approvals equipment) and Regulatory Approvals dated June 14, 2001 (with respect to floating equipment), based on orderly liquidation values and Required Third-Party Approvals (collectivelyy) the amount listed for such item in an appraisal, the “Required Consents”) may not based on orderly liquidation values, to be obtained by Buyer prior to the Initial Closing Date (defined belowthe lesser of (x) or and (y), the Second Closing Date"Specified Amount"). With respect to If any Dispensary for which any applicable Required Consent such item of Personal Property is not obtained included on both of the appraisals listed in (x) and (y), then the value to be utilized shall be the value indicated on such appraisal in which the item is listed. Upon presenting Seller with proof, to the reasonable satisfaction of Seller, of Seller's failure to deliver possession of, good and marketable title to, or an exclusive right of ownership in, an item of non-leased Personal Property and Seller is unable to cure such failure within one year following ten (10) calendar days after Buyer presents such proof to Seller, Buyer and Seller shall jointly instruct the Initial Closing Date or Purchase Price Reduction Escrow Agent to immediately distribute the Second Closing Date Specified Amount relating to such item to Buyer. If Buyer has submitted a Reimbursement Request (as applicabledefined in the Purchase Price Reduction Escrow Agreement) and such failure to obtain such Required Consent results in Buyer being unable to exercise control over such Dispensary and receive no disbursement has been made by the expected financial benefits of the Transaction Purchase Price Reduction Escrow Agent or there is a dispute with respect to such DispensaryReimbursement Request, 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) then the Purchase Price Reduction Escrow Agent shall be reduced accordingly based on the portion of the Purchase Price allocated to retain such Dispensary on the Allocation Schedule attached hereto as Exhibit C (the “Purchase Price Reduction”), amount until either Buyer 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 Seller submit a number of shares equal joint instruction to the Purchase Price Reduction divided by (B) $100, as Escrow Agent with respect to the Series A Preferred Stock, disbursement thereof or (B) a Final Order of the applicable conversion price per share, as Bankruptcy Court is presented to the Conversion SharesPurchase Price Reduction Escrow Agent which directs the disbursement of such amount. Notwithstanding the foregoing, Buyer shall not be entitled to a distribution from the Purchase Price Reduction Escrow Account until the aggregate Specified Amount exceeds One Hundred Thousand Dollars ($100,000). Nothing in this Section 2.1.4 shall be construed as permitting Buyer to receive any distribution from the Purchase Price Reduction Escrow Account for an item of owned Personal Property because of its condition or operational status on the Closing Date.