Common use of Adjusted Consideration Clause in Contracts

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. (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;; third: by adding or deducting, as appropriate, a credit or charge (determined in good faith by the Operating Partnership and reasonably acceptable to the Contributor) reflective of the amount by which the terms of the Contributor's mortgage indebtedness are above or below prevailing market terms; fourth: by deducting the principal amount of all then-outstanding mortgage indebtedness of such Contributor (exclusive of such indebtedness having a remaining term of less than one year); fifth: by adding or deducting, as appropriate, the Net Proration Amount; sixth: by deducting the amount of any unexpended capital transaction proceeds paid to the Opportunity Partnership after the Initial Valuation Date and prior to the Final Valuation Date as a result of an insurance recovery or condemnation or assignment in lieu of condemnation; seventh: by adding or deducting, as appropriate, the amount by which the Consolidation Expenses paid or reserved by such Contributor exceeded or was less than such Contributor's proportionate share of all such Consolidation Expenses which were paid or reserved prior to the Final Valuation Date by all of the Contributors (calculated in the same proportion as its Initial Consideration amount bears to the aggregate of all Initial Consideration amounts) (each Contributor's "Proportionate Expense Allocation Adjustment:); eighth: by deducting, in the case of Opportunity Partnership I, the Initial Consideration amounts for any Properties sold subsequent to the Initial Valuation Date and prior to the Final Valuation Date (being the aggregate sum of $66,625,000 for Barton Oaks and 8383 Wilshire); and ninth: by adding the gross purchase price for any Properties acquired by such Contributor subsequent to the Initial Valuation Date and prior to the Final Valuation Date. The parties agree that, inasmuch as Properties acquired or optioned subsequent to the Final Valuation Date will be purchased, in part, from cash balances reflected in clause first above and are not included in the Initial Consideration amounts, no adjustment is required to be made in the calculation of the Adjusted Consideration for Properties that may be acquired or optioned subsequent to the Final Valuation Date, notwithstanding that those Properties shall be included within the definition of the Opportunity Partnership's Contributed Opportunity Partnership Assets and in the determination of such Opportunity Partnership's Titleholder Interests.

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;