Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Participating Entity Interests, if the Operating Partnership determines in good faith that the ownership of such interest or the underlying Property would be inappropriate for the Operating Partnership for any reason whatsoever, including, without limitation, that the ownership of such interest or the underlying Property could jeopardize the Company’s status as a REIT. The risk of loss relating to the Participating Entity Interests and the underlying Properties contributed hereunder prior to Closing shall be borne by Contributor. If, prior to the Closing, any Property is partially or totally destroyed or damaged by fire or other casualty, or it is taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option, determine not to acquire a particular Property, including Contributor’s interest in the Participating Entity that directly or indirectly owns such Property, that has been partially or totally destroyed, taken or damaged. Under such circumstances, Contributor acknowledges that the Total Contributor Consideration will likely be correspondingly reduced. After the occurrence of any such casualty or condemnation affecting a Property, the Operating Partnership may also, at its option, elect to (a) acquire Contributor’s interest in any such Participating Entity that directly or indirectly owns the affected Property, (b) direct Contributor to pay or cause to be paid to the Operating Partnership any sums collected under any policies of insurance relating to such casualty or condemnation and otherwise assign to the Operating Partnership all rights to collect such sums as may then be uncollected and (c) adjust or settle any insurance claim or condemnation proceeding.
Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Partnership Interest, if in good faith the Operating Partnership determines that the ownership of such interest or the underlying Property would be inappropriate for the Operating Partnership for any reason whatsoever. Contributor hereby agrees that, in such event, the number of OP Units to be received by the Contributor pursuant to this Contribution Agreement may be reduced by an amount determined by Lawrxxxx X. Xxxxxxx, xx his sole discretion, to reflect the reduction in total value of the Partnership Interest ultimately contributed by the Contributor.
Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Participating Entity Interests, if the Operating Partnership determines in good faith that the ownership of such interest or the underlying Property would be inappropriate for the Operating Partnership for any reason whatsoever, including, without limitation, that the ownership of such interest or the underlying Property could jeopardize the Company's status as a REIT. In addition, the Operating Partnership may, in its sole and absolute discretion without the consent of Contributor or any other party contributing property to the Operating Partnership, increase or reduce the Participating Entity Consideration related to any or all of the Participating Entity Interests contributed hereunder in the event that the Company determines in good faith that (a) after consummation of the Public Offering, the Company will not have sufficient funds to complete the Formation Transactions or (b) in connection with the Public Offering, based on changes in the assumptions underlying the expected valuations of the Properties or all of the properties to be acquired by the Operating Partnership, whether due to changes in the capitalization rates assumed by the Operating Partnership or otherwise, the fair market value attributed to the Property or all of the properties to be acquired by the Operating Partnership is greater than or less than the expected valuation of such Property or properties on the date hereof. Contributor hereby agrees that, in the event that any of the foregoing occur, the Participating Entity Consideration and the Total Contributor Consideration may be increased or reduced by an amount determined by either the disinterested directors or the stockholders of the Company, acting as the sole general partner of the Operating Partnership (the "Authorized Parties"), to reflect the adjustments in the total value of the Participating Entity Interests ultimately contributed by Contributor; provided, that the Participating Entity Consideration for any Participating Entity Interest shall not be reduced to an amount less than the amount reflected on Exhibit A under the caption "Minimum Participating Entity Consideration." The risk of loss relating to the Participating Entity Interests and the underlying Properties contributed hereunder prior to Closing shall be borne by Contributor. If, prior to the Closing, any Property is destroyed or materially damaged b...
Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Partnership Interests, if in good faith the Operating Partnership determines that it would be inappropriate for the Operating Partnership to own the underlying Property. The risk of loss relating to the Partnership Interests and the underlying Properties prior to Closing shall be borne by Contributor. If, prior to the Closing, any Property is materially destroyed or damaged by fire or other casualty, then the Operating Partnership may, at its option, determine not to acquire a particular Property, including Contributor's interest in the Partnership that directly or indirectly owns such Property, that has been destroyed or damaged. Under such circumstances, Contributor acknowledges that the Total Consideration will likely be correspondingly reduced. After the occurrence of any such casualty affecting a Property, the Operating Partnership may also, at its option, elect to (a) acquire Contributor's interest in any such Partnership that directly or indirectly owns the affected Property, (b) direct Contributor to pay or cause to be paid to the Operating Partnership any sums collected under any policies of insurance relating to such casualty and otherwise assign to the Operating Partnership all rights to collect such sums as may then be uncollected, and (c) adjust or settle any insurance claim.
Adjusted Consideration. At the Closing, all items of income and expense with respect to SCP III shall be prorated between the Contributors, on the one hand, and the Operating Partnership, on the other hand, with all such items attributable to the period prior to the Closing Date (as defined in Section 2.2) to be credited or charged to Contributors, and all such items attributable to the period commencing on the Closing Date shall be credited to the Operating Partnership. Except as otherwise provided in this Section 1.3, income and expenses shall be prorated on the basis of a 30-day month and on the basis of the accrual method of accounting. The prorations to be performed hereunder shall be completed by the Company based on the parties’ estimates as of the Closing, shall be evidenced by a closing statement prepared by the Company, shall be reconciled based on actual amounts when available, but in all events within ninety (90) days of Closing (the “Reconciliation Period”) and shall be implemented through a cash payment from the Operating Partnership to the Contributors to the extent the prorations result in a net credit to the Contributors and a cash payment from the Contributors to the Operating Partnership to the extent the prorations result in a net charge to the Contributors. In addition, immediately prior to Closing, SCP III shall distribute to the Contributors any cash then held by SCP III (to the extent not being transferred with the Contributed Assets as a proration in accordance with this Section 1.3) and such cash shall not be contributed to the Operating Partnership with the Contributed Assets. The parties hereby agree that the closing statement shall be prepared by the Company based on assumptions that the Closing takes place on the Estimated Closing Date. If the Closing actually takes place on a day other than the Estimated Closing Date, then, during the Reconciliation Period, the prorations shall be recalculated as of the actual Closing Date based on actual amounts and the Company shall prepare a revised closing statement, and to the extent such revised closing statement reveals that the Contributors received more or less cash than they should have received had the prorations included in the original closing statement not been based on estimated amounts and the Closing occurring on the Estimated Closing Date, then the Operating Partnership (if the Contributors received less cash than they should have received) or the Contributor (if the Contributors received more cash...
Adjusted Consideration. (a) The "Initial Consideration" for the real and tangible personal property interests included in each Opportunity Partnership's Contributed Opportunity Partnership Assets has been determined and fixed, on a collective basis, as of December 31, 1996 (the "Initial Valuation Date") to be the dollar amount so designated on Exhibit A-1, X-0, X-0 xx A-4. In order to determine the final valuation amount (the "Adjusted Consideration") for each Opportunity Partnership's contribution to the Operating Partnership, its Initial Consideration amount shall be increased or decreased as of the last day of the calendar month first preceding the month in which the preliminary prospectus used in connection with the IPO is dated (the "Final Valuation Date") as follows: first: by adding the amount of its cash then on hand (exclusive of cash held for the account of third parties) after deduction of (x) the sum which the Contributor estimates to be required to be distributed to its partners in order to make any Required REIT Distribution and (y) any additional sum which the Contributor elects to distribute thereafter to its partners from the proceeds of its prior sale of non-office assets; second: by adding the value (which shall be determined in good faith by the Operating Partnership and reasonably acceptable to such Contributor) of all intangible non-real estate assets (exclusive of cash and accounts receivable) to be contributed by such Contributor hereunder;
Adjusted Consideration. The OP reserves the right not to acquire any Contributing Member Interest, directly or indirectly, if in good faith the OP determines that the ownership of such Contributing Member Interest would be inappropriate for the OP. Each Contributing Member hereby agrees that, in such event, such Contributing Member’s Total Consideration (as hereinafter defined) may be reduced by the amount and type of Consideration allocated to such Contributing Member Interest without any further action or consent by such Contributing Member.
Adjusted Consideration. The Company reserves the right, to be exercised only before the signing of the underwriting agreement related to the Public Offering, that it may, in its sole and absolute discretion without the consent of S Corp, Meruelo Trust or any other Party (but only before the signing of the underwriting agreement related to the Public Offering), increase or reduce the Merger Consideration in the event that the Company determines in good faith that (a) after consummation of the Public Offering, the Company will not have sufficient funds to complete the Formation Transactions or (b) in connection with the Public Offering, based on changes in the assumptions underlying the expected valuations of one or more of the Properties or other projects to be acquired by the Company or for which the Company will have contractual rights to acquire such projects, whether due to changes in the capitalization rates assumed by the Company or otherwise, the fair market value attributed to such Properties or other projects is greater than or less than the expected valuation of such Properties or such other projects on the date hereof. Meruelo Trust hereby agrees that, in the event that any of the foregoing occur prior to the signing of the underwriting agreement related to the Public Offering, the Merger Consideration may be increased or reduced by an amount determined by the disinterested directors of the Company (or a sole disinterested director, if there be only one disinterested director) (such disinterested directors or director of the Company, the “Authorized Parties”) to reflect the adjustments in the actual sale price of the Common Stock. Schedule A reflects the maximum amount by which the Merger Consideration may be increased pursuant to this Section 1.6.
Adjusted Consideration. The Contributors acknowledge that the Company intends to operate as a real estate investment trust (a “REIT”) within the meaning of the Code. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Company Interests, either (i) pursuant to the provisions of Section 8.2 below, or (ii) if in good faith, the Operating Partnership determines that the ownership of such interest or the underlying Property could cause the Company to fail to qualify as a REIT. Each Contributor hereby agrees that, in such event, such Contributor’s Total Consideration, and the number of Common Shares, the number of OP Units and/or the amount in cash to be received by such Contributor in respect of such interest or underlying property, each as indicated on Exhibit D, may be reduced accordingly without any further action or consent by such Contributor.
Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Partnership Interests either (i) pursuant to the provisions of Article 7 below, or (ii) if in good faith, the Operating Partnership determines that the ownership of such interest or the underlying Property could cause the Company to fail to qualify as a REIT. Each Contributor, for itself and its Nominees, hereby agrees that, in such event, the aggregate Total Consideration hereunder, and the number of shares of Common Stock and/or the number of OP Units issuable to the Nominees in respect of such interest or underlying property, each as indicated on Exhibit D, may be reduced accordingly (in proportion to the total reduction in aggregate Total Consideration) without any further action or consent by such Contributor and/or Nominees.
