FMV Adjustment definition

FMV Adjustment means, for any period, any excess amount of a material transaction between the Operating Subsidiary and Buyer (or its Affiliates) over the fair market value of such material transaction incurred by the Operating Subsidiary during such period (to the extent such excess amount decreased Reported EBITDA for such period). The “FMV Adjustment” for such period will be determined by an independent accounting firm other than the audit firm that prepares Buyer’s financial statements. Each of Buyer and Seller shall pay half of the expenses of such independent accounting firm relating to its review of “FMV Adjustment”. Where necessary, the Company Group’s existing arrangements for a good or service will serve as a reference for fair market value arrangements. Notwithstanding the foregoing, the FMV Adjustment will not include any amount that is an Actual SG&A Cost. The Operating Subsidiary will disclose to Seller the terms of all material transactions between it and Buyer (or its Affiliates) relevant to this definition, such that Seller will have the ability to reasonably assess if each such transaction is at fair market value. A disagreement between Seller and Buyer on the fair market status of a given transaction will be referred to the audit firm referenced above for resolution.
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Examples of FMV Adjustment in a sentence

  • Landlord and Tenant shall at least ninety (90) days prior to the FMV Adjustment Date meet to agree upon the FMV.

  • In addition to the CPI increases described in this Section 2.2, the Base Rent shall be reset to fair market value (each a “ FMV Adjusted Base Rent”) as determined below, based on the Permitted Uses to be effective on the first day of: (i) the twentieth (20th) Lease Year; (ii) the fortieth (40th) Lease Year; and (iii) if Tenant exercises its option to extend under Section 1.2.2, the fifty-sixth (56th) Lease Year (each a "FMV Adjustment Date").

  • Upon determination of the FMV, Tenant shall immediately pay to Landlord an amount equal to the difference between the amount of Base Rent actually received by Landlord on and after the FMV Adjustment Date and amount of Base Rent which would have been payable by Tenant after such date if the Base Rent had been increased to equal the FMV on the FMV Adjustment Date.

  • Tenant's occupancy of the Premises during such one (1) year period shall be subject to all of the terms and conditions contained in this Lease, except that (i) Tenant shall have no right to exercise any options or rights of first refusal provided for in this Lease and (ii) Tenant shall pay Base Rent during such time in an amount equal to the greater of (x) the FMV and (y) the Base Rent payable by Tenant on the day immediately preceding the FMV Adjustment Date increased by two point five percent (2.5%).

  • Within thirty (30) days following receipt by Licensee of such proposed FMV Adjustment Amount, Licensee shall deliver written notice to Licensor of any disagreement with such proposed FMV Adjustment Amount (a “Dispute Notice”), which Dispute Notice shall include the basis for any such disagreement in reasonable detail and Licensee’s proposed FMV Adjustment Amount.

  • Notwithstanding anything to the contrary contained in this Section 2D(3), in no event shall the Base Rent payable by Tenant after the FMV Adjustment Date be less then the Base Rent payable by Tenant immediately prior to the FMV Adjustment Date.

  • Licensor will be entitled to propose a FMV Adjustment Amount by providing written notice to Licensee at least one hundred twenty (120) days prior to each Adjustment Date.

  • If Licensor and Licensee are unable to agree on a FMV Adjustment Amount within 30 days of Licensor’s receipt of a Dispute Notice, Licensor or Licensee will be entitled to submit the matter to nationally recognized appraisal firms with experience in the industry as may be mutually acceptable to Licensor and Licensee (the “Appraiser”), who will be entitled to determine such FMV Adjustment Amount.

  • The Base Rent payable by Tenant shall also be increased by two point five percent (2.5%) on each one (1) anniversary of the "FMV Adjustment Date" (as such term is defined in Section 2D(3) below), and on the each one (1) year anniversary of the commencement of each Option Term (as such term is defined in Section 30 below).

  • If determination of the FMV is still pending on the FMV Adjustment Date, Tenant shall continue to pay the Base Rent previously in effect.