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 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. 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 any Lease Year was or is not ninety-five percent (95%) or more of full occupancy, then Actual Expenses and Landlord's estimate thereof for such Lease Year shall be proportionately adjusted by Landlord to reflect those costs that would have occurred had the Building been ninety-five percent (95%) occupied during such Lease 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. 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. If at any time during the period of THREE (3) years following the Completion Date the:
(a) Buyer becomes:
(i) entitled to or receives funds, revenues, refunds, credits or payments; or
(ii) liable to pay (and subject to this clause, does or agrees to pay) costs, expenses and expenditure; which are attributable to the Assets and relate to the period before the Effective Date; or
(b) Seller becomes:
(i) entitled to or receives funds, revenues, refunds, credits or payments; or
(ii) liable to pay (and subject to this clause, does or agrees to pay) costs, expenses and expenditure; which are attributable to the Assets and relate to the period after the Effective Date; (in all cases, which amounts or liabilities were not otherwise specifically adjusted for in this Agreement), in an amount or amounts aggregating or exceeding not less than TEN THOUSAND DOLLARS ($10,000.00), then
(c) the Buyer shall account to the Seller within THIRTY (30) days of such adjustments in respect of paragraphs 6.7(a)(i) and 6.7(b)(ii); and
(d) the Seller shall account to the Buyer within THIRTY (30) days of such adjustments in respect of paragraphs 6.7(a)(ii) and 6.7(b)(i), for such funds, revenues, liabilities, costs, expenses, refunds, credits or payments and, where an amount relates partially to periods before and after the Effective Date, then the amount shall be equitably apportioned between the Seller and the Buyer. A Party shall be entitled to set off amounts payable by the other Party in making account to that other Party. A reference to the Buyer and the Seller in paragraphs (a) and (b) of this Clause includes a reference to the Company, where the Company receives an amount or incurs a liability to be adjusted under this Clause.
Further Adjustment. 8.6.1. Where in a period in respect of which an additional milestone payment is payable under Clause 8.5.2:
(a) Par is unable in all or part of that period to sell the Product by reason of Elan's failure to supply Product confirming to its Specification or at all (other than in circumstances of force majeure as described in Clause 13.5) or by reason of action taken by the FDA to restrain such sale; and
(b) such inability to sell causes demonstrable and material harm to Par's commercial interests in respect of the Product - each additional milestone payment paid or payable under Clause 8.5.2 shall be reduced on a pro rata basis (or as the case may be eliminated) having regard to the proportion of the period in respect of which such payment is payable in which the circumstances set out in paragraphs (a) and (b) apply.
8.6.2. For the avoidance of doubt, the reduction or elimination of the additional milestone payment as provided for in Clause 8.6.1 shall be Par's sole remedy in respect of the consequences of the circumstances described in paragraph (a) of that Clause.
Further Adjustment. If the Company issues Common Stock Equivalents and the consideration per share of which Additional Shares may at any time thereafter be issuable pursuant to such Common Stock Equivalents is less than the Current Market Price, the Conversion Price shall be adjusted as provided in Section 3.8(e)(iii) on the basis that (A) the maximum number of Additional Shares necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued and (B) the aggregate consideration for such number of Additional Shares shall be deemed to be the consideration received and receivable by the Company for the issuance of such Additional Shares pursuant to such Common Stock Equivalents. No adjustment of the Conversion Price shall be made under this Section 3.8(e)(v) upon the issuance of any Common Stock Equivalents issued pursuant to the exercise of any Common Stock Rights, to the extent that such adjustment was previously made upon the issuance of such Common Stock Rights pursuant to Section 3.8(e)(iv).
