Adjustment to Capital Contribution. The parties acknowledge and agree that the Capital Contribution set forth in Section 1.1 of this Agreement is based on a good-faith determination by the Board of Directors of AGTI and the disinterested members of the Board of Directors of ARIAD (collectively, the "Directors") of the fair market value of the Shares as of the Effective Date hereof using a valuation methodology which is consistent with past practice and comparable transactions. If either or both parties desires to retain the services of an independent valuation expert to determine the fair market value of AGTI, the parties shall confer and shall designate one mutually agreeable expert who shall be retained by both parties on or before November 1, 2004 (to allow sufficient time to conduct such valuation prior to the closing of the consolidated books and records of ARIAD and AGTI on December 31, 2004) to review and provide its expert opinion on or before December 31, 2004 (the "Adjustment Date") as to the valuation of the Shares as of the Effective Date (the "Expert Valuation"). If the parties fail to agree on the selection of the valuation expert after good-faith discussion, the selection of the valuation expert shall be made as soon as practicable by an arbitrator chosen pursuant to Section 2.3 hereof. The cost of such Expert Valuation shall be borne equally by the parties hereto. In the event that the Expert Valuation of the per Share price as of the Effective Date differs from per Share price set forth in Section 1.1 hereof, an adjustment reflecting such variance in the Capital Contribution shall be made on the books and records of ARIAD and AGTI as set forth in Section 1.2 hereof. As between ARIAD and AGTI, they agree that the Expert Valuation shall be conclusive for purposes of such adjustment. Alternatively, in the absence of an Expert Valuation, if the Directors make a good faith determination on or before December 31, 2004, based on all of the facts and circumstances which hereafter become known to them, that an adjustment to the per Share price as of the Effective Date is warranted, 2004, such adjustment shall be reflected in the amount of Capital Contribution credited against ARIAD's account receivable from AGTI and debited against AGTI's accounts payable to ARIAD on the books and records of each respective company as of December 31, 2004 for solely for purposes of Section 1.2 hereof, which amount of Capital Contribution as so adjusted shall be deemed conclusive for purposes of this ...
Adjustment to Capital Contribution. Any payment made to a Partner pursuant Section 2.08(e)(iii) of the Contribution Agreement shall be treated as an adjustment that reduces its initial capital contribution by the amount of the payment.
