Further Adjustment. In the event Landlord shall furnish any utility or service which is included in the definition of Operating Costs to less than ninety-five percent (95%) of the rentable area of the Building because (i) the average occupancy level of the Building for the Operating Costs Base Year and/or any subsequent calendar year was not ninety-five percent (95%) or more of full occupancy, (ii) any such utility or service is not required by or provided to one or more of the tenants or occupants of the Building, and such tenant(s) is(are) not required to contribute its(their) proportionate share thereof, or (iii) any tenant or occupant is itself obtaining or providing any such utility or services directly, then the Operating Costs for such year (including the Operating Costs Base Year) shall be adjusted to include all additional costs, expenses and disbursements that Landlord reasonably determines would have been incurred had the Building been ninety-five percent (95%) occupied during the year in question and such utilities and services provided to all tenants. The intent of this Section 9.7 is to ensure that the reimbursement of all Operating Costs is fair and equitably allocated among the tenants receiving such utilities and services. In the calculation of Operating Costs hereunder, no expense shall be charged more than once.
Further Adjustment. In the event the average occupancy level of the Building for the Base Services Year and/or any subsequent Lease Year was not 90 percent or more of full occupancy, then the Actual Costs for such year shall be proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building been 90 percent occupied during such year.
Further Adjustment. In the event the average occupancy level of the Building in any Lease Year was not ninety-five percent (95%) or more of full occupancy, then in making the calculations in 8.3 and 8.4 the Estimated Costs and Actual Costs for such year shall be proportioned among the Tenants by the Landlord to reflect those costs which would have occurred had the Building been ninety-five percent (95%) occupied during such year.
Further Adjustment. Operating Costs for each calendar year shall be adjusted to include all costs, expenses and disbursements which vary by occupancy or not otherwise provided to all tenants that Landlord reasonably determines would have been incurred if Landlord had provided all utilities and services within the definition of Operating Costs to tenants and occupants in the Building had the Building been one hundred percent (100%) occupied throughout such year and Landlord provides Tenant with written documentation and calculation of such Operating Costs.
Further Adjustment. 12.15 Where, on applying the formula at Clause 12.14 in respect of any Group, the Weighted Vote of that Group is greater than 20%:
Further Adjustment. In the event the average occupancy level ------------------ of the Building for the Base Services Year and/or any subsequent Lease Year was not ninety-five percent (95%) or more of full occupancy, then the Property Taxes for such year shall be proportionately adjusted among the tenants by Landlord to reflect those costs which would have occurred had the Building been ninety-five percent (95%) occupied during such year.
Further Adjustment. If at any time during the period of THREE (3) years following the Completion Date the:
Further Adjustment. In the event the Downward Acceleration Exchange Adjustment Amount exceeds the Exchange Value of the Holdback, each Seller shall promptly (and in any event within thirty (30) days) pay SSG an amount in cash equal to (i) such Participating Seller’s Participation Percentage of (ii) (x) the Downward Acceleration Exchange Adjustment Amount less (y) the Exchange Value of the Holdback. Each Seller acknowledges and agrees that, in the event that a Seller does not timely pay SSG any cash amount payable by such Seller to SSG pursuant to this Section 1.6(g), SSG shall have the right to set off such cash amount against any dividends, distributions or other income allocations from SSG or its Affiliates to such Seller or its Affiliates and against any other amounts (including, to the extent permitted by applicable Law, employment compensation and expense reimbursements) otherwise payable by SSG or its Affiliates to such Seller or its Affiliates.
Further Adjustment. Parent or Purchaser shall have the right, but not the obligation, to use any or all of the Escrowed Tax to pay such tax or withhold such amount for the tax authorities on behalf of the Sellers, their beneficiary owners and the Onshore Shareholders in accordance with Section 1.29. If Purchaser or Parent commences any Action against Sellers, Sellers’ beneficiary owners, Onshore Shareholders, Group Companies, or Sellers’ Representative under this Agreement, Purchaser shall be entitled to withhold any amount claimed under such Action against any due and payable Purchase Price, Escrowed Tax, Escrowed Parent ADS for Employee Stock Incentives, Escrowed Cash for Employee Stock Incentives, Reserve Amount on the First Installment, Second Installment and Third Installment, or any other payments/benefits payable under this Agreement upon a settlement or final adjudication under such Action, and according to such settlement or adjudication, (a) if Sellers, Sellers’ beneficiary owners, Onshore Shareholders, Group Companies or Sellers’ Representative are required to pay any amount to Purchaser or Parent, and Purchaser or Parent shall have the right to set off such settlement amount or adjudicated amount against any Purchase Price, Escrowed Tax, Escrowed Parent ADS for Employee Stock Incentives, Escrowed Cash for Employee Stock Incentives, Reserve Amount on the First Installment, Second Installment and Third Installment, or any other payments/benefits payable under this Agreement; or (b) if Sellers, Sellers’ beneficiary owners, Onshore Shareholders, Group Companies or Sellers’ Representative are not required to pay any amount to Purchaser or Parent, then Purchaser or Parent shall pay such amount according to this Agreement.
Further Adjustment. In the event the Building for any Lease Year is not fully occupied then the Estimated Costs and Actual Costs for such year shall be proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building been fully occupied during such year.
