Common use of Determination of Final Enterprise Value Clause in Contracts

Determination of Final Enterprise Value. No later than the fourth (4th) Business Day prior to the Closing Date, the Company shall deliver to Parent OP (i) a copy of the audited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related audited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Audited Financial Statements”) together with (ii) a statement calculating the 2008 Adjusted NOI. If the 2008 Adjusted NOI is less than the Trigger Amount (as defined on Schedule 2.3(a)), the Enterprise Value shall be reduced by an amount equal to the product of (A) the difference between the Trigger Amount and the 2008 Adjusted NOI and (B) twelve (12); provided that Parent REIT, in its sole discretion shall have the right to waive (an “NOI Waiver”) any portion of the adjustment set forth above in respect of any amount by which 2008 Adjusted NOI is less than the Bottom Amount (as defined on Schedule 2.3(a)), in which case, 2008 Adjusted NOI shall be deemed to equal to the Bottom Amount.