Calculation of Adjustment Amounts. The Parties shall:
(i) subtract the amount of the Estimated Working Capital from the amount of the Closing Working Capital and thereby determine the “Working Capital Adjustment” and
(ii) subtract the amount of the Estimated Cash from the amount of the Closing Cash and thereby determine the “Cash Adjustment.”
Calculation of Adjustment Amounts. (i) Subject to any applicable terms set forth elsewhere in this Lease or any other applicable Project Agreement, if, by December 31, 2014 Tenant delivers the PLA Documents for the Phase 1 Development and the Phase 2 Development to Lease Administrator, then, Lease Administrator shall respond in writing to Tenant within ten (10) Business Days of receipt of the last of such PLA Documents delivered pursuant to this Section 3.8(d)(i). In such response Lease Administrator shall indicate whether Lease Administrator approves of the calculation and the proposed amounts of the reduced PILOT payments or whether Lease Administrator, in good faith, requires additional information or documents from Tenant in order to make such determination. Upon Lease Administrator’s approval of such calculation and such proposed amounts, then Schedule 2 shall be adjusted as set forth in Section 3.8(c)(i).
(ii) Subject to any applicable terms set forth elsewhere in this Lease or any other applicable Project Agreement, if, by December 31, 2015 Tenant delivers the PLA Documents for the Phase 3 Development to Lease Administrator, then, Lease Administrator shall respond in writing to Tenant within ten (10) Business Days of receipt of the last of such PLA Documents delivered pursuant to this Section 3.8(d)(ii). In such response Lease Administrator shall indicate whether Lease Administrator approves of the calculation and the proposed amounts of the reduced PILOT payments or whether Lease Administrator, in good faith, requires additional information or documents from Tenant in order to make such determination. Upon Lease Administrator’s approval of such calculation and such proposed amounts, then Schedule 2 shall be adjusted as set forth in Section 3.8(c)(ii).
(iii) Subject to any applicable terms set forth elsewhere in this Lease or any other applicable Project Agreement, if a Funding Agreement Failure occurs and Tenant delivers to Lease Administrator: (A) evidence satisfactory to Lease Administrator documenting the final terms and conditions of the additional debt financing obtained by Tenant to compensate for the failure of City funds under a funding agreement to become available; (B) a copy of a revised and updated Schedule 2 for Landlord’s and Lease Administrators’ review, reflecting the reductions to PILOT payments reflected in such Schedule that Tenant proposes are necessary and appropriate in order to reduce such Schedule in accordance with Section 3.8(c)(iii); and (C) a written desc...
Calculation of Adjustment Amounts. (a) The Capital Expenditure Amount, the Inventory Amount, Working Capital, the Telecom Amount, the Fixed Amount and the amount of Loan Proceeds actually transferred to New VII in the Conveyance of Assets are referred to herein collectively as the "Adjustment Amounts."
(b) Not later than sixty (60) days after the Exchange Date, Old VII shall deliver to New VII a statement showing Old VII's calculation of the actual Adjustment Amounts and the Asset Value (the "Final Certificate"). Old VII shall make available to New VII its accountants' work papers and such other information relating to the calculation of the Adjustment Amounts and the Asset Value as New VII shall reasonably request.
(c) In the event that New VII disputes Old VII's calculation of the Adjustment Amounts and the Asset Value, New VII shall give written notice thereof to Old VII within 30 days after the Final Certificate was delivered to New VII which notice shall set forth the basis for such dispute in reasonable detail (the "Dispute Notice"). The parties shall use all reasonable efforts to resolve any such dispute, but if any such dispute cannot be resolved by the parties within thirty (30) days after the date the Dispute Notice is given, all unresolved disputes shall be referred to an Arbitrating Firm for resolution. The parties shall seek to cause the Arbitrating Firm to make its determination within sixty (60) days after referral of a dispute to it. The determination of the Arbitrating Firm shall be conclusive and binding on each party. The fees of the Arbitrating Firm shall be allocated and paid by New VII or Old VII, or divided between them, on a basis determined by the Arbitrating Firm to be fair taking into account the correctness of the positions asserted by each of them with respect to the disputed matters resolved by the Arbitrating Firm.
(d) The Adjustment Amounts shall be the amounts set forth in the Final Certificate unless a Dispute Notice is given with respect to the calculation thereof, in which case only those Adjustment Amounts not in dispute shall be as set forth in the Final Certificate. If a Dispute Notice is given, any Adjustment Amount in dispute shall be deemed finally determined on the date that the Arbitrating Firm gives written notice to Old VII and New VII of its determination with respect to all disputes regarding the calculation thereof, or, if earlier, the date on which New VII and Old VII agree in writing on the amounts thereof, in which case any Adjustment Amou...
