Adjustments to Valuations Sample Clauses
Adjustments to Valuations a) Section 1.5(b)(i) of the Agreement is hereby amended by adding “any prepayment of the principal amount of any Indebtedness described on Section 9.6(d) of the Vornado Disclosure Letter” between “but excluding, however,” and “any Interest Payments, exit fees”.
b) The following new subsection (viii) shall be added immediately after Section 1.5(b)(vii) of the Agreement:
Adjustments to Valuations. (i) The Asset Value of each Included Property shall be increased, without duplication, by amounts actually paid prior to the Revaluation Time in connection with such Included Property by the Vornado Parties or their Subsidiaries or the JBG Parties or their Subsidiaries, as applicable, for (A) tenant improvement costs, tenant improvement allowances, landlord work, base building work required in connection with a lease, leasing commissions, buyout costs (net of any subleasing or other similar revenues) with respect to a tenant’s former premises and other leasing costs (collectively, “Leasing Costs”) actually paid before the Revaluation Time (or, as provided by Section 1.5(d), after the Revaluation Time and before the Closing Date) pursuant to any Vornado Lease or JBG Lease (including any amendments, extensions, expansions or renewals of a Vornado Lease or JBG Lease) first signed after the applicable Valuation Date, provided, that with respect to the Included Properties identified on Section 1.5(b)(i)(A) of the JBG Disclosure Letter or on Section 1.5(b)(i)(A) of the Vornado Disclosure Letter (collectively, the “Under Construction and Predevelopment Properties”), the adjustment described in this clause (A) shall also apply with respect to Leasing Costs actually paid after the Valuation Date with respect to Vornado Leases and JBG Leases (including any amendments, extensions, expansions or renewals of a Vornado Lease or JBG Lease) in existence as of the applicable Valuation Date, (B) costs of capital expenditures to an Included Property paid after the applicable Valuation Date and before the Revaluation Time (or, as provided by Section 1.5(d), after the Revaluation Time and before the Closing Date), (C) amortization, repayment, prepayment or paydown after the applicable Valuation Date and before the Revaluation Time (or, as provided by Section 1.5(d), after the Revaluation Time and before the Closing Date) of the principal amount of any Indebtedness, other than Intercompany Indebtedness (but excluding, however, any Interest Payments, exit fees, prepayment premiums, LIBOR breakage fees, hedge breakage costs and similar amounts payable in connection therewith, and any other financing fees and closing costs paid in connection therewith) of a JBG Included Entity or a Vornado Included Entity, as applicable, which owns a direct or indirect interest in such Included Property, (D) land acquisition and development costs, including soft costs such as architect’s and engin...
Adjustments to Valuations. If the General Partner determines that the valuation methods set out in Clause 26.1 do not fairly determine the fair market value of a Portfolio Investment, the General Partner shall make such adjustments or use such alternative valuation method as it reasonably deems appropriate.
