Appraisal Adjustment. The parties have engaged a qualified appraiser to prepare an appraisal of the Purchased Interests (the “Appraisal”) by which they may confirm the appropriateness of the Purchase Price on the effective date of this Agreement. If the fair market value of a Purchased Interest established under the Appraisal (the “Appraisal Price”) is greater or less than the Purchase Price, the difference shall be delivered as follows: (i) if the Purchase Price is less than the Appraisal Price, Buyer shall deliver to Seller an amount equal to the excess of the Appraisal Price over the Purchase Price (the “Additional Payment Amount”); or (ii) if the Purchase Price is greater than the Appraisal Price, Seller shall deliver to Buyer Transferee an amount equal to the excess of the Purchase Price over the Appraisal Price (the “Return Amount”).
Appraisal Adjustment. DISTRICT and TENANT agree that in lieu of a CPI rent adjustment due on the first full month of the eleventh-year anniversary of the Effective Date of this Lease and at each ten-year interval thereafter, so long as this Lease remains in effect , the rental payable pursuant to Section 6 (Rent) shall be subject to an adjustment by appraisal. . No less than 150 days prior to each scheduled appraisal rent adjustment effective date, the value of the Premises shall be determined by an appraisal prepared by an independent State-certified general real estate appraiser selected by TENANT from a list of appraisers provided by DISTRICT'S OC Public Works/Real Estate Services (OCPW/Real Estate), or designee, and shall be prepared in accordance with a scope of work provided by OCPW/Real Estate. TENANT shall have the right to review and comment on the proposed scope of work and OCPW/Real Estate shall give due consideration to such comments prior to TENANT’S delivery of the final scope of work to the appraiser. The scope of work shall not include in the valuation the value of any Tenant Facilities or improvements located on the Premises. The appraiser shall be retained by TENANT, at TENANT’S cost and TENANT shall provide a copy of the appraisal to Director. Effective on the first day of the first full month of the 11th year anniversary of the Effective Date of this Lease and at 120-month intervals thereafter, the monthly rental shall be adjusted to equal ten percent (10%) of the then current appraised value of the Premises using the following formula: Monthly Rent = (Appraised Value of Premises x 10%) ÷ 12 In no event shall the monthly rent be reduced by reason of any such appraisal rent adjustment.
Appraisal Adjustment. Notwithstanding anything in this Agreement to the contrary, to preserve the qualification of the Offer and the Mergers, taken together, as a “reorganization” under the Code, if, as of the Acceptance Time, the Total Stock Consideration (as defined below), determined without regard to any shares of Parent QVC Series A Stock issued pursuant to clause (x), would be less than 43% of the Aggregate Consideration (as defined below), determined without regard to any shares of Parent QVC Series A Stock issued pursuant to clause (x), then (x) the Initial Exchange Ratio shall be increased by that number of shares (or fraction of a share) of Parent QVC Series A Stock such that, after such adjustment and the adjustment contemplated by clause (y), the Total Stock Consideration will be equal to 43% of the Aggregate Consideration, and (y) the Cash Consideration shall be correspondingly decreased by an amount equal to the increased number of shares (or fraction of a share) of Parent QVC Series A Stock determined in clause (x) multiplied by the Parent Share Signing Price; provided, however, that the Aggregate Consideration prior to the adjustments set forth in this sentence shall be equal to the Aggregate Consideration following the adjustments set forth in this sentence. For purposes of this Section 2.1(d), (i) “Total Stock Consideration” means the product of the Parent Share Signing Price multiplied by the aggregate number of shares of Parent QVC Series A Stock to be issued pursuant to the Offer and the First Merger in respect of shares of Company Common Stock (including for this purpose any fractional shares of Parent QVC Series A Stock without regard to Section 2.2(j), (ii) “Total Cash Consideration” means the aggregate cash consideration to be paid pursuant to the Offer and the First Merger in respect of shares of Company Common Stock, plus the Appraisal Cash Amount, and (iii) “Aggregate Consideration” means the sum of the Total Cash Consideration and the Total Stock Consideration.
