Purchase Price Credit. Buyer and Seller have agreed that Buyer shall receive a credit against the Purchase Price at Closing in the amount of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) as an accommodation for certain conditions discovered during Buyer’s inspections of the Property.
Purchase Price Credit. Section 9(b)(i)(A) of the Agreement is hereby amended and restated as follows:
Purchase Price Credit. Seller shall provide Purchaser with a credit against the Purchase Price at Closing in the amount of One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000.00 US) for any and all other inspection related items identified by Purchaser and Seller shall have no further obligations with respect thereto.
Purchase Price Credit. Seller shall provide Purchaser a credit against the Purchase Price at Closing in the amount of Seventy-Four Thousand Thirty-Five Dollars ($74,035) on account of certain property condition matters discovered by Purchaser during its due diligence investigation, including, without limitation, with respect to concrete, the roof work and ceiling support beams.
Purchase Price Credit. If on any day, Seller is deemed to have received a Deemed Collection with respect to any Receivable sold by it to Buyer hereunder, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to Seller hereunder in an amount equal to such Deemed Collection.
Purchase Price Credit. The Non-Implementing Member shall have the right to credit against the Forced Sale Purchase Price an amount equal to the proceeds, if any, that would otherwise be distributed to the Non-Implementing Member pursuant to this Agreement upon the close of such purchase if the Non-Implementing Member paid the full Forced Sale Purchase Price for the Offered Property. The Non-Implementing Member shall be deemed to have received a distribution for all purposes of this Agreement equal to the amount, if any, credited against the Forced Sale Purchase Price payable by the Non-Implementing Member. Any sale of the Offered Property to the Non-Implementing Member pursuant to this Article VII shall be treated (i) as a sale by the Campus Subsidiary of an undivided interest in the Offered Property to the extent of the ratio that the portion of the Forced Sale Purchase Price actually paid by the Non-Implementing Member bears to the aggregate amount that the Non-Implementing Member would have been obligated to pay under the Offered Property PSA, and (ii) as an in-kind distribution to the Non-Implementing Member of the remaining undivided interest in the Offered Property. Notwithstanding the provisions of Section 5.01 or Section 12.02, if the Non-Implementing Member exercises its right to credit amounts that would otherwise be received by the Non-Implementing Member against the purchase price in accordance with the terms of this Section 7.03(k), then (A) any and all Cash Flow realized by the Company from such sale shall be distributed to the Implementing Member and the SW Member (and not to the Non-Implementing Member) upon the close of escrow of the Offered Property, and (B) the allocation of Net Profits and Net Losses shall be revised to take into account the in-kind distribution to the Non-Implementing Member pursuant to the provisions of this Section 7.03(k). Any amounts that would otherwise be distributed to the Implementing Member or the SW Member pursuant to clause (A) above shall be applied to repay any Default Loan made to such Member in accordance with the terms of Section 3.03(a).
Purchase Price Credit. Section 3 of the First Amendment is hereby deleted in its entirety and, for the avoidance of any doubt, the credit referenced therein shall be null and void and of no further force or effect.
Purchase Price Credit. Subsequent to Closing, Buyer will conduct a review and audit of the Company's books and records to determine the existence of any unpaid taxes, liabilities, indebtedness operating costs and/or payables, whether known or unknown and whether absolute, accrued, contingent or otherwise and prorated through the Closing Date where necessary, which arose or accrued prior to the Closing Date including without limitation those arising under the Applicable Contracts. In addition to Buyer's rights set forth in Section 10, Buyer will have the right to offset from the Purchase Price (the "Purchase Price Credit") (i) any amounts, pursuant to Section 2.4, for any outstanding taxes, liabilities, indebtedness, operating costs and/or payables arising or accruing prior to or as of the Closing Date including, without limitation, those arising under Applicable Contracts, and (ii) an amount determined in accordance with Section 5.1 for repair costs. Buyer shall provide Seller with prior notice of any proposed offset to the Purchase Price Credit. Any dispute relating to any offset, which cannot be resolved by the parties within thirty (30) days of such notice, shall be resolved by arbitration in accordance with the terms and conditions of Section 11. Notwithstanding anything to the contrary contained herein, the Purchase Price Credit shall in no manner limit Seller's liability to Buyer, nor Buyer's remedies, under this Agreement.
Purchase Price Credit. Notwithstanding any of the foregoing to the contrary, in the event Tenant exercises its right of first refusal and purchases the Premises under the terms and conditions as set forth in said bona fide offer, then Landlord shall provide a credit to Tenant at the closing in an amount equal to the total of all reimbursements previously made by Tenant to Landlord pursuant to Section 4.2.4 and Section 4.2.5.
Purchase Price Credit. Notwithstanding anything to the contrary as contained in the Purchase Agreement, Buyer’s Objection Notice, or Sellers’ Cure Election Notice, Buyer and Sellers hereby acknowledge and agree that, in connection with certain matters relating to the condition of the Property and leasing matters at the Property, Sellers have agreed to provide Buyer an aggregate credit against the Purchase Price at Closing in the amount of Two Million Three Hundred Sixteen Thousand and 00/100 Dollars ($2,316,000.00). Accordingly, all references to the “Purchase Price” in the Purchase Agreement shall be deemed to refer to the sum of Two Hundred Twenty-Three Million Three Hundred Sixteen Thousand and 00/100 Dollars ($223,316,000.00), and all references to the “Purchase Price Allocation” shall be deemed to refer to the following allocation of the Purchase Price: (i) with respect to the Fort Union Improved Parcel, One Hundred Thirty-One Million Four Hundred Seventy-One Thousand One Hundred Nine and 00/100 Dollars ($131,471,109.00); (ii) with respect to the Orem Improved Parcel, Sixteen Million Nine Hundred Sixty Thousand Three Hundred Forty One and 00/100 Dollars ($16,960,341.00); and (iii) with respect to the Taylorsville Improved Parcel, and 00/100 Dollars ($74,884,550.00).
