Common use of Adjusted Consideration Clause in Contracts

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 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 Participating Entity that directly or indirectly owns such Property, that has been destroyed or damaged. Under such circumstances, Contributor acknowledges that the Total Contributor 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 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 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. The Operating Partnership Company reserves the right right, to be exercised only before the signing of the underwriting agreement related to the Public Offering, not to acquire any particular interest that constitutes part of the Participating Entity Interests, if the Operating Partnership Company determines in good faith that the ownership of such interest or the underlying Property or Properties 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 Company may, in its sole and absolute discretion without the consent of any Contributor or any other party contributing property to the Operating PartnershipCompany (but only before the signing of the underwriting agreement related to the Public Offering), 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 one or more of the Properties or all of the properties other projects to be acquired by the Operating PartnershipCompany or for which the Company will have contractual rights to acquire such projects, whether due to changes in the capitalization rates assumed by the Operating Partnership Company or otherwise, the fair market value attributed to the Property such Properties or all of the properties to be acquired by the Operating Partnership other projects is greater than or less than the expected valuation of such Property Properties or properties such other projects on the date hereof. Each Contributor hereby agrees that, in the event that any of the foregoing occuroccur prior to the signing of the underwriting agreement related to the Public Offering, the Participating Entity Consideration and the Total Contributor Consideration may be increased or reduced by an amount determined by either the disinterested directors of the Company (or the stockholders a sole disinterested director, if there be only one disinterested director) (such disinterested directors or director of the Company, acting as the sole general partner of the Operating Partnership (the "“Authorized Parties"), ”) to reflect the adjustments in the actual sale price of the Common Stock or 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." Contributors. The risk of loss relating to the Participating Entity Interests and the underlying Properties contributed hereunder prior to Closing shall be borne by Contributorthe Contributors. If, prior to the Closing, any Property is destroyed or materially damaged by fire or other casualty, or is taken by eminent domain or through condemnation proceedings, then the Operating Partnership Company may, at its option, determine not to acquire a particular Property, including Contributor's interest the Contributors’ interests in the Participating Entity that directly or indirectly owns such Property, Property that has been destroyed or damageddamaged or taken. Under such circumstances, each Contributor acknowledges that the Total Contributor Consideration for the Contributors will likely be correspondingly reduced. After the occurrence of any such casualty or condemnation affecting a Property, the Operating Partnership Company may also, at its option, elect to (a) acquire Contributor's interest the Contributors’ interests in any such Participating Entity that directly or indirectly owns the affected Property, (b) direct Contributor Contributors to cause the Participating Entities, as applicable, to pay or cause to be paid to the Operating Partnership Company any sums collected under any policies of insurance relating to such casualty or condemnation and otherwise assign to the Operating Partnership Company all rights to collect such sums as may then be uncollected uncollected, and (c) adjust or settle any insurance claimclaim or condemnation proceeding. Under such circumstances, the Total Contributor Consideration shall be reduced by the pro rata share of the amount of any deductibles or shortfalls (including lack of insurance) under the applicable insurance policies or award, plus all costs of collection, except with respect to a Property that is intended to be demolished or substantially demolished, in which case the Total Contributor Consideration shall be reduced by the lesser of (i) the pro rata share of the amount of any deductibles or shortfalls (including lack of insurance) under the applicable insurance policies or award, plus all costs of collection or (ii) the diminution in value of the Property or Participating Entity Interest. Insurance on the transferred Participating Entity Interests and the Properties shall be assigned to the Company at the Closing. If Participating Properties constituting more than 25% of the total value of the Participating Properties are partially or totally damaged or condemned prior to the Closing, the Company may elect, by notice to the Contributors given within twenty (20) days after the date of such damage or condemnation, to terminate this Agreement, in which case neither the Contributors nor the Company or Operating Partnership shall have any further rights or obligations under this Agreement.

Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Participating Entity Interests, if in good faith the Operating Partnership determines in good faith that the ownership of such interest or the underlying Property it would be inappropriate for the Operating Partnership for any reason whatsoever, including, without limitation, that the ownership of such interest or to own the underlying Property could jeopardize the Company's status as a REITParticipating Property. 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. Each Contributor hereby agrees that, in the event that any of the foregoing occursuch event, the Participating Entity such Contributor’s Total Consideration and the Total Contributor Consideration as indicated on Exhibit “B” 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 accordance with Exhibit A under the caption "Minimum Participating Entity Consideration." “B”. The risk of loss relating to the each Contributor’s Participating Entity Interests and the underlying Participating Properties contributed hereunder prior to Closing shall be borne by such Contributor. If, prior to the Closing, any Participating Property is partially or totally destroyed or materially damaged by fire or other casualty, or is taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option, determine not to acquire a particular Participating Property, including Contributor's ’s interest in the Participating Entity Intermediary Owner that directly or indirectly owns such Participating Property, that has been destroyed partially or damagedtotally destroyed, damaged or taken. 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 Participating Property, the Operating Partnership may also, at its option, elect to (a) acquire Contributor's ’s interest in any such Participating Entity Intermediary Owner that directly or indirectly owns the affected Participating Property, (b) direct Contributor to pay or cause to be paid to the Operating Partnership any sums collected under any policies of insurance or award proceeds relating to such casualty or condemnation and otherwise assign to the Operating Partnership all rights to collect such sums as may then be uncollected uncollected, and (c) adjust or settle any insurance claimclaim or condemnation proceeding. Under such circumstances, such Contributor’s Total Consideration shall be reduced by its pro rata share of the amount of any deductibles or shortfalls under the applicable insurance policies or award, plus all costs of collection. Insurance on the transferred Participating Interests and the Participating Properties shall be assigned to the Operating Partnership at the Closing. If a Participating Property constituting more than 25% of the total value of the Participating Properties is partially or totally damaged or condemned, the Operating Partnership may elect, by notice to the Contributors given within twenty (20) days after the date of such damage or condemnation, to terminate this Agreement, in which case neither the Contributors nor the Operating Partnership shall have any further rights or obligations under this Agreement.