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. (b) 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 Buyer under clause (b) shall designate the date on which such prepayment is to be effective (each a “Prepayment Date”). For purposes of any Prepayment Date relating to a Voluntary Partial Prepayment, the “Prepayment Amount” shall be an amount equal to the product of (a) the Advance Percentage applicable to Cash (as specified in the Indenture) and (b) 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 and the timing therein, on each Prepayment Date: (i) 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 in full of the 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 prepayment, the Repurchase Price for such Purchased Security immediately after ...
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. If the loss or damage is a fire or other casualty event, but not a condemnation event, reduce the Purchase Price by an amount equal to the cost (the “Restoration Cost”) of restoring the Property to a condition substantially identical to that of the Property prior to the event of damage, as determined by a general contractor licensed by [__] selected by Seller and reasonably approved by Buyer; or
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. 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. Buyer and Seller hereby agree that the Purchase Price is hereby reduced by $400,000, to the sum of $13,460,000.
Purchase Price Reduction. Buyer has raised certain conditions of the Property which have caused the Buyer and Seller to agree to a reduction in the Purchase Price. The 12907 Purchase Price shall be reduced from $12,275,000.00 to $12,260,000.00 and the 10509 Purchase Price shall be reduced from $9,175,000.00 to $8,999,809.00. The purchase price reduction provided for in this Section 2 shall satisfy Seller's objections to the condition of the Property.
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. To the extent permitted under Applicable Law, the amount or amounts of payments made by the Shareholders pursuant to any successful claim under any of the representations and warranties contained in this Agreement shall be deemed to constitute a reduction in the Purchase Price paid for the Shares.
Purchase Price Reduction. 5.1.1 In the event that during the period from [***] to [***] (the “Extended Operating Metrics Measurement Period”) or, [***] (the “Operating Metrics Measurement Period”) the average of: (i) [***] and (ii) [***] (the “[***]”) is [***] as determined pursuant to the procedure set out in Clause 5.1.2 based on the calculations provided by the Seller to the Buyer pursuant to Clause 5.1.2, where [***]; then [***], the Adjustable Purchase Price payable to the Seller hereunder shall be reduced by [***] (with any such reduction applying proportionately to the Completion Consideration Cash [***]), the Completion Consideration Shares, the Application Integration Shares, the Deferred Cash, the Integration Consideration Cash and the Integration Consideration Shares). The calculation of any such Adjustable Purchase Price reduction (the “Operating Metrics Reduction”) shall be made by the Buyer and furnished to the Seller at least [***] prior to the date on which [***].
