Common use of Adjusted Consideration Clause in Contracts

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 than they should have received), as applicable, shall make a cash payment to the other as necessary to make the cash received by the Contributors correct based on the revised closing statement. Finally, if the Allocated Debt is greater than or less than the Estimated Allocated Debt Amount, the difference (as well as any interest accruals or other charges or payments of the Allocated Debt for the period after December 31, 2010 and until the Closing Date) will be a proration item credited (to the extent the Allocated Debt is less than the Estimated Allocated Debt Amount) or charged (to the extent the Allocated Debt is greater than the Estimated Allocated Debt Amount) to the Contributors and adjusted in cash during the proration reconciliation process.

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 Date occurring on the Estimated Closing Date, then the Operating Partnership (if the Contributors received less cash than they should have received) or the Contributor Contributors (if the Contributors received more cash than they should have received), as applicable, shall make a cash payment to the other as necessary to make the cash received by the Contributors correct based on the revised closing statement. Finally, if the Allocated Debt is greater than or less than the Estimated Allocated Debt Amount, the difference (as well as any interest accruals or other charges or payments of the Allocated Debt for the period after December 31, 2010 Allocated Debt Determination Date and until the Closing Date) will be a proration item credited (to the extent the Allocated Debt is less than the Estimated Allocated Debt Amount) or charged (to the extent the Allocated Debt is greater than the Estimated Allocated Debt Amount) to the Contributors and adjusted in cash during the proration reconciliation process.

Adjusted Consideration. At the Closing, (i) real estate Taxes and assessments (including personal property Taxes, if any) applicable to the Property for the year in which the Closing occurs, (ii) rental income that has been collected (including base rents, additional rents, escalation charges, common area maintenance charges, imposition charges, heating and cooling charges, insurance charges, charges for utilities, percentage rent, and all other rents, charges and commissions paid by tenants to Owners or any of their Subsidiaries), (iii) omitted, (iv) insurance premiums, (v) utilities serving the Property, (vi) property management fees, (vii) prepaid charges, payment and accrued charges under any contracts entered into by Owners or any of their Subsidiaries with respect to the Property and (viii) all other items of income and expense with respect to SCP III the Property shall be prorated between the ContributorsOwners, as constituted immediately prior to the Closing Date (the “Pre-Closing Owner”), on the one hand, and the Operating Partnership“owners”, as constituted immediately subsequent to the Closing Date (the “Post-Closing Owner”), on the other hand, as if the transaction under this Agreement were a sale of real estate assets from Pre-Closing Owner, as seller, to Post-Closing Owner, as buyer; 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 Contributorsthe Pre-Closing Owner, and all such items attributable to the period commencing on the Closing Date shall to be credited or charged to the Operating PartnershipPost-Closing Owner. Except as otherwise provided in this Section 1.31.4, income and expenses shall be prorated on the basis of a 30-day month and and, with respect to expenses only, on the basis of the accrual method of accounting. The prorations to be performed hereunder shall be completed by the Company parties based on the parties’ estimates as of the Closing, shall be evidenced by a closing statement prepared by the Companyparties, shall be reconciled based on actual amounts when available, but in to the extent all events necessary information is available within ninety (90) days of Closing and otherwise on or before March 31, 2016 (the “Reconciliation Period”) ), and shall be implemented through a cash payment from the Operating Partnership Post-Closing Owner to the Contributors Sellers to the extent the prorations result in a net credit to the Contributors Pre-Closing Owner and a cash payment from the Contributors Sellers to the Operating Partnership Post-Closing Owner to the extent the prorations result in a net charge to the ContributorsPre-Closing Owner. In addition, immediately prior to Closing, SCP III the Owners shall distribute to the Contributors Sellers any cash (other than any security deposits then held by SCP III the Owners or any of their Subsidiaries under leases for the Property) then held by the Owners or any of their Subsidiaries (to the extent not being transferred with the Contributed Assets Interests as a proration in accordance with this Section 1.31.4) and such cash shall not be contributed to remain in the Operating Partnership with the Contributed AssetsOwners after Closing. The parties acknowledge that preparation of the closing statement will involve substantial time and effort and hereby agree that the closing statement shall be prepared by the Company based on assumptions that parties three (3) days prior to the Closing takes place on the Estimated Closing DateDate as determined pursuant to Section 2.2. 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 parties shall prepare a revised closing statement, and to the extent such revised closing statement reveals that the Contributors Sellers 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 Post-Closing Owner (if the Contributors Sellers received less cash than they should have received) or the Contributor Sellers (if the Contributors Sellers received more cash than they should have received), as applicable, shall make a cash payment to the other as necessary to make the cash received by the Contributors Sellers correct based on the revised closing statement. Finally, if the Allocated Debt is greater than or less than the Estimated Allocated Debt Amount, the difference (as well as any interest accruals or other charges or payments The terms of the Allocated Debt for the period after December 31, 2010 and until this Section 1.4 shall survive the Closing Date) will and not be a proration item credited (to the extent the Allocated Debt is less than the Estimated Allocated Debt Amount) or charged (to the extent the Allocated Debt is greater than the Estimated Allocated Debt Amount) to the Contributors and adjusted in cash during the proration reconciliation processmerged therein.