Common use of Acquisition of DCX Assets Clause in Contracts

Acquisition of DCX Assets. The Partners acknowledge and agree that TRT LLC may, at its option and upon five (5) days’ written notice to DCT LLC, designate any Seed Assets, or any other asset that is the subject of an Acquisition to be a DCX Asset or a non-DCX Asset, provided, however, that if a Seed Asset is designated by TRT LLC to be a DCX Asset, the contribution value for such asset shall be increased by the amount required to make the contribution of such Seed Asset (or any group of Seed Assets contributed in a single transaction, taken as a whole, provided that in no event shall the allocation with respect to any individual property be less than its net GAAP book basis) economically neutral to DCT LLC or its applicable Affiliate on an after taxes basis. In the event that TRT LLC has a DCX Call Right and chooses to exercise said DCX Call Right (which DCT LLC acknowledges TRT LLC may choose to exercise in its sole and absolute discretion), at any time upon five (5) days’ written notice to DCT LLC, TRT LLC shall transfer any DCX Asset, which is the subject of an exercised DCX Call Right, to the Partnership subject to first obtaining the consent of DCT LLC (which DCT shall provide or notify TRT LLC that it shall not provide after five (5) business days notice to DCT LLC and in any event prior to the time that that TRT LLC must exercise a DCX Call Right) and provide to DCT LLC TRT LLC’s UPREIT recommendation, with each such transfer to be made to a Special Purpose Entity wholly owned by the Partnership. Each such DCX Asset shall be acquired by such Special Purpose Entity for a purchase price equal to the purchase price paid by TRT LLC or any Affiliate thereof pursuant to the DCX Call Right. If DCT LLC rejects a DCX Asset, then TRT LLC or its Affiliate may retain such asset and such asset shall not be an asset of the Partnership or otherwise subject to this Agreement.

Acquisition of DCX Assets. The Partners acknowledge and agree that TRT LLC may, at its option and upon five (5) days’ written notice to DCT LLC, designate any Seed Assets, or any other asset that is the subject of an Acquisition to be a DCX Asset or a nonNon-DCX Asset, provided, however, that if a Seed Asset is designated by TRT LLC to be a DCX Asset, the contribution value for such asset shall be increased by the amount required to make the contribution of such Seed Asset (or any group of Seed Assets contributed in a single transaction, taken as a whole, provided that in no event shall the allocation with respect to any individual property be less than its net GAAP book basis) economically neutral to DCT LLC or its applicable Affiliate on an after taxes basis. In the event that TRT LLC has a DCX Call Right and chooses to exercise said DCX Call Right (which DCT LLC acknowledges TRT LLC may choose to exercise in its sole and absolute discretion), at any time upon five (5) days’ written notice to DCT LLC, TRT LLC shall transfer any DCX Asset, which is the subject of an exercised DCX Call Right, to the Partnership subject to first obtaining the consent of DCT LLC (which DCT shall provide or notify TRT LLC that it shall not provide after five (5) business days notice to DCT LLC and in any event prior to the time that that TRT LLC must exercise a DCX Call Right) and provide to DCT LLC TRT LLC’s UPREIT recommendation, with each such transfer to be made to a Special Purpose Entity wholly owned by the Partnership. Each such DCX Asset shall be acquired by such Special Purpose Entity for a purchase price equal to the purchase price paid by TRT LLC or any Affiliate thereof pursuant to the DCX Call Right. If DCT LLC rejects a DCX Asset, then TRT LLC or its Affiliate may retain such asset and such asset shall not be an asset of the Partnership or otherwise subject to this Agreement.

Acquisition of DCX Assets. The Partners acknowledge and agree that TRT LLC may, at its option and upon five (5) days’ ' written notice to DCT LLC, designate any Seed Assets, or any other asset that is the subject of an Acquisition to be a DCX Asset or a nonNon-DCX Asset, provided, however, that if a Seed Asset is designated by TRT LLC to be a DCX Asset, the contribution value for such asset shall be increased by the amount required to make the contribution of such Seed Asset (or any group of Seed Assets contributed in a single transaction, taken as a whole, provided that in no event shall the allocation with respect to any individual property be less than its net GAAP book basis) economically neutral to DCT LLC or its applicable Affiliate on an after taxes basis. In the event that TRT LLC has a DCX Call Right and chooses to exercise said DCX Call Right (which DCT LLC acknowledges TRT LLC may choose to exercise in its sole and absolute discretion), at any time upon five (5) days’ ' written notice to DCT LLC, TRT LLC shall transfer any DCX Asset, which is the subject of an exercised DCX Call Right, to the Partnership subject to first obtaining the consent of DCT LLC (which DCT shall provide or notify TRT LLC that it shall not provide after five (5) business days notice to DCT LLC and in any event prior to the time that that TRT LLC must exercise a DCX Call Right) and provide to DCT LLC TRT LLC’s 's UPREIT recommendation, with each such transfer to be made to a Special Purpose Entity wholly owned by the Partnership. Each such DCX Asset shall be acquired by such Special Purpose Entity for a purchase price equal to the purchase price paid by TRT LLC or any Affiliate thereof pursuant to the DCX Call Right. If DCT LLC rejects a DCX Asset, then TRT LLC or its Affiliate may retain such asset and such asset shall not be an asset of the Partnership or otherwise subject to this Agreement.