Common use of Closing Date Consideration Clause in Contracts

Closing Date Consideration. At the Closing and subject to the terms and conditions contained in this Agreement, the Operating Partnership or the REIT, as the case may be, shall: (i) in exchange for the Minority Partner Interests, the Operating Partnership shall issue to SCLP $[—], which amount is subject to adjustment as set forth in this Section 1.02 (the “Minority Interest Consideration”); (ii) in exchange for the Sub 1 Ownership Interests, the REIT shall issue to Sub 1 [ ] shares of REIT Common Stock (the “Sub 1 Consideration”); (iii) in exchange for the Sub 1 Ownership Interests, the Operating Partnership shall issue to the REIT [ ] OP Units (the “REIT Consideration”); (iv) in exchange for the Sub 2 Ownership Interests, the Operating Partnership shall issue to Sub 2 [ ] OP Units (the “Sub 2 Consideration”); and (v) in exchange for the GP Holder Stock, the Operating Partnership shall issue to SCGP [ ] OP Units (the “SCGP Consideration” and together with the Minority Interest Consideration, the Sub 1 Consideration, the REIT Consideration and the Sub 2 Consideration, collectively, the “Total Consideration”). The transfer of OP Units to the Contributors and any subsequent transfers required of the Contributors by the Formation Transactions shall be evidenced by an amendment and restatement of the Operating Partnership Agreement in the form attached as Exhibit D (the “A&R OP Agreement”). The Parties intend and agree that, in determining the cash consideration due to SCLP, there shall be deducted therefrom an amount equal to the sum of (x) any rental payments attributable to the period from and after the Closing Date to the eighteen (18) month anniversary of the Closing Date (the “Post-Closing Period”) which by the current terms of any applicable Lease at any of the Properties in effect as of January 15, 2014 (the “Reimbursable Leases”) are agreed to be abated and treated as “free rent”, (y) any amounts required by the current terms of any such Reimbursable Lease to be paid by the landlord thereunder during the Post-Closing Period as a “tenant work allowance” or to undertake tenant improvements and (z) any amounts necessary to satisfy redemption or buy-out obligations due as a result of the Formation Transactions or Initial Public Offering to the extent not paid by the applicable Initial Properties Owners on or before the Closing. The Reimbursable Leases are set forth on Schedule 1.02(a) attached hereto. For the avoidance of doubt and by way of example and not of limitation, the approximately $1,000,000 tenant improvement allowance relating to a tenant at the Cherry Creek Property listed on Exhibit A coming due in 2019 shall not be counted in determining such cash consideration. Each of Sub 1 and Sub 2 shall be deemed to bear a percentage of such adjustment to the Minority Interest Consideration in accordance with their respective percentages of the Total Consideration.

Closing Date Consideration. At the Closing and subject to the terms and conditions contained in this Agreement, the Operating Partnership or the REITshall, as the case may be, shall: (i) in exchange for the Minority Partner Ownership Interests, the Operating Partnership shall (i) issue to SCLP [—] OP Units and $[—]] dollars, which amount is subject to adjustment as set forth in this Section 1.02 (the “Minority Interest SCLP Consideration”); ) and (ii) in exchange for the Sub 1 Ownership Interests, the REIT shall issue to Sub 1 [ ] shares of REIT Common Stock (the “Sub 1 Consideration”); (iii) in exchange for the Sub 1 Ownership Interests, the Operating Partnership shall issue to the REIT [ ] OP Units (the “REIT Consideration”); (iv) in exchange for the Sub 2 Ownership Interests, the Operating Partnership shall issue to Sub 2 [ ] OP Units (the “Sub 2 Consideration”); and (v) in exchange for the GP Holder Stock, the Operating Partnership shall issue to SCGP [ ] OP Units and $[—] dollars (the “SCGP Consideration” and together with ”; the Minority Interest Consideration, the Sub 1 Consideration, the REIT SCLP Consideration and the Sub 2 Consideration, SCGP Consideration collectively, the “Total Consideration”). The transfer of OP Units to the Contributors and any subsequent transfers required of the Contributors by the Formation Transactions shall be evidenced by an amendment and restatement of the Operating Partnership Agreement in the form attached as Exhibit D (the “A&R OP Agreement”). The Parties intend and agree that, in determining the cash consideration due to SCLP, there shall be deducted therefrom an amount equal to the sum of (xi) any rental payments attributable to the period from and after the Closing Date to the eighteen (18) month anniversary of the Closing Date (the “Post-Closing Period”) which by the current terms of any applicable Lease at any of the Properties in effect as of January 15, 2014 (the “Reimbursable Leases”) are agreed to be abated and treated as “free rent”, ” and (yii) any amounts required by the current terms of any such Reimbursable Lease to be paid by the landlord thereunder during the Post-Closing Period as a “tenant work allowance” or to undertake tenant improvements and (z) any amounts necessary to satisfy redemption or buy-out obligations due as a result of the Formation Transactions or Initial Public Offering to the extent not paid by the applicable Initial Properties Owners on or before the Closingimprovements. The Reimbursable Leases are set forth on Schedule 1.02(a) attached hereto. For the avoidance of doubt and by way of example and not of limitation, the approximately $1,000,000 tenant improvement allowance relating to a tenant at the Cherry Creek Property listed on Exhibit A coming due in 2019 shall not be counted in determining such cash consideration. Each of Sub 1 and Sub 2 shall be deemed to bear a percentage of such adjustment to the Minority Interest Consideration in accordance with their respective percentages of the Total Consideration.

Closing Date Consideration. At the Closing and subject to the terms and conditions contained in this Agreement, the Operating Partnership or the REIT, as the case may be, shall: (i) in exchange for the Minority Partner InterestsAmberglen Interest, the Operating Partnership shall issue to SCLP $[—]Amberglen 123,395 OP Units, which amount is subject to adjustment as set forth in this Section 1.02 (the “Minority Interest Amberglen Consideration”); (ii) in exchange for the Sub 1 Ownership InterestsMinority Partner Interest, the REIT shall issue pay to Sub 1 [ ] shares of REIT Common Stock Amberglen $11,675,000 dollars (the “Sub 1 Minority Partner Consideration”); (iii) in exchange for the Sub 1 Ownership Rapaport Interests, the Operating Partnership shall issue to the REIT [ ] Rapaport 140,000 OP Units (the “REIT Consideration”); (iv) in exchange for the Sub 2 Ownership Interests, the Operating Partnership shall issue to Sub 2 [ ] OP Units (the “Sub 2 Rapaport Consideration”); and (viv) in exchange for the GP Holder Stock, the Operating Partnership shall issue to SCGP [ ] Gibralt 123 OP Units (the “SCGP Gibralt Consideration” and together with ”; the Minority Interest Amberglen Consideration, the Sub 1 Consideration, the REIT Rapaport Consideration and the Sub 2 Consideration, Gibralt Consideration collectively, the “Total Consideration”). The transfer of OP Units to the Contributors and any subsequent transfers required of the Contributors by the Formation Transactions shall be evidenced by an amendment and restatement of the Operating Partnership Agreement in the form attached as Exhibit D (the “A&R OP Agreement”). The Parties intend and agree that, in determining the cash consideration due to SCLPMinority Partner Consideration, there shall be deducted therefrom an amount equal to the sum of (xi) any rental payments attributable to the period from and after the Closing Date to the eighteen (18) month anniversary of the Closing Date (the “Post-Closing Period”) which by the current terms of any applicable Lease at any of the Properties in effect as of January 15, 2014 (the “Reimbursable Leases”) are agreed to be abated and treated as “free rent”, ” and (yii) any amounts required by the current terms of any such Reimbursable Lease to be paid by the landlord thereunder during the Post-Closing Period as a “tenant work allowance” or to undertake tenant improvements and (z) any amounts necessary to satisfy redemption or buy-out obligations due as a result of the Formation Transactions or Initial Public Offering to the extent not paid by the applicable Initial Properties Owners on or before the Closingimprovements. The Reimbursable Leases are set forth on Schedule 1.02(a) attached hereto. For the avoidance of doubt and by way of example and not of limitation, the approximately $1,000,000 tenant improvement allowance relating to a tenant at the Cherry Creek Property listed on Exhibit A coming due in 2019 shall not be counted in determining such cash consideration. Each of Sub 1 and Sub 2 shall be deemed to bear a percentage of such adjustment to the Minority Interest Consideration in accordance with their respective percentages of the Total Consideration.

Closing Date Consideration. At the Closing and subject to the terms and conditions contained in this Agreement, the Operating Partnership or the REIT, as the case may be, shall: (i) in exchange for the Minority Partner InterestsAmberglen Interest, the Operating Partnership shall issue to SCLP $Amberglen [—]] OP Units, which amount is subject to adjustment as set forth in this Section 1.02 (the “Minority Interest Amberglen Consideration”); (ii) in exchange for the Sub 1 Ownership InterestsMinority Partner Interest, the REIT shall issue pay to Sub 1 [ Amberglen $[—] shares of REIT Common Stock dollars (the “Sub 1 Minority Partner Consideration”); (iii) in exchange for the Sub 1 Ownership Rapaport Interests, the Operating Partnership shall issue to the REIT [ Rapaport [—] OP Units (the “REIT Consideration”); (iv) in exchange for the Sub 2 Ownership Interests, the Operating Partnership shall issue to Sub 2 [ ] OP Units (the “Sub 2 Rapaport Consideration”); and (viv) in exchange for the GP Holder Stock, the Operating Partnership shall issue to SCGP Gibralt [ ] OP Units (the “SCGP Gibralt Consideration” and together with ”; the Minority Interest Amberglen Consideration, the Sub 1 Consideration, the REIT Rapaport Consideration and the Sub 2 Consideration, Gibralt Consideration collectively, the “Total Consideration”). The transfer of OP Units to the Contributors and any subsequent transfers required of the Contributors by the Formation Transactions shall be evidenced by an amendment and restatement of the Operating Partnership Agreement in the form attached as Exhibit D (the “A&R OP Agreement”). The Parties intend and agree that, in determining the cash consideration due to SCLPMinority Partner Consideration, there shall be deducted therefrom an amount equal to the sum of (xi) any rental payments attributable to the period from and after the Closing Date to the eighteen (18) month anniversary of the Closing Date (the “Post-Closing Period”) which by the current terms of any applicable Lease at any of the Properties in effect as of January 15, 2014 (the “Reimbursable Leases”) are agreed to be abated and treated as “free rent”, ” and (yii) any amounts required by the current terms of any such Reimbursable Lease to be paid by the landlord thereunder during the Post-Closing Period as a “tenant work allowance” or to undertake tenant improvements and (z) any amounts necessary to satisfy redemption or buy-out obligations due as a result of the Formation Transactions or Initial Public Offering to the extent not paid by the applicable Initial Properties Owners on or before the Closingimprovements. The Reimbursable Leases are set forth on Schedule 1.02(a) attached hereto. For the avoidance of doubt and by way of example and not of limitation, the approximately $1,000,000 tenant improvement allowance relating to a tenant at the Cherry Creek Property listed on Exhibit A coming due in 2019 shall not be counted in determining such cash consideration. Each of Sub 1 and Sub 2 shall be deemed to bear a percentage of such adjustment to the Minority Interest Consideration in accordance with their respective percentages of the Total Consideration.

Closing Date Consideration. At the Closing and subject to the terms and conditions contained in this Agreement, the Operating Partnership or the REIT, as the case may be, shall: (i) in exchange for the Minority Partner Interests, the Operating Partnership shall issue to SCLP $[—]7,705,050, which amount is subject to adjustment as set forth in this Section 1.02 (the “Minority Interest Consideration”); (ii) in exchange for the Sub 1 Ownership Interests, the REIT shall issue to Sub 1 [ ] 1,858,860 shares of REIT Common Stock (the “Sub 1 Consideration”); (iii) in exchange for the Sub 1 Ownership Interests, the Operating Partnership shall issue to the REIT [ ] 1,858,860 OP Units (the “REIT Consideration”); (iv) in exchange for the Sub 2 Ownership Interests, the Operating Partnership shall issue to Sub 2 [ ] 3,462,364 OP Units (the “Sub 2 Consideration”); and (v) in exchange for the GP Holder Stock, the Operating Partnership shall issue to SCGP [ ] 5,327 OP Units (the “SCGP Consideration” and together with the Minority Interest Consideration, the Sub 1 Consideration, the REIT Consideration and the Sub 2 Consideration, collectively, the “Total Consideration”). The transfer of OP Units to the Contributors and any subsequent transfers required of the Contributors by the Formation Transactions shall be evidenced by an amendment and restatement of the Operating Partnership Agreement in the form attached as Exhibit D (the “A&R OP Agreement”). The Parties intend and agree that, in determining the cash consideration due to SCLP, there shall be deducted therefrom an amount equal to the sum of (x) any rental payments attributable to the period from and after the Closing Date to the eighteen (18) month anniversary of the Closing Date (the “Post-Closing Period”) which by the current terms of any applicable Lease at any of the Properties in effect as of January 15, 2014 (the “Reimbursable Leases”) are agreed to be abated and treated as “free rent”, (y) any amounts required by the current terms of any such Reimbursable Lease to be paid by the landlord thereunder during the Post-Closing Period as a “tenant work allowance” or to undertake tenant improvements and (z) any amounts necessary to satisfy redemption or buy-out obligations due as a result of the Formation Transactions or Initial Public Offering to the extent not paid by the applicable Initial Properties Owners on or before the Closing. The Reimbursable Leases are set forth on Schedule 1.02(a) attached hereto. For the avoidance of doubt and by way of example and not of limitation, the approximately $1,000,000 tenant improvement allowance relating to a tenant at the Cherry Creek Property listed on Exhibit A coming due in 2019 shall not be counted in determining such cash consideration. Each of Sub 1 and Sub 2 shall be deemed to bear a percentage of such adjustment to the Minority Interest Consideration in accordance with their respective percentages of the Total Consideration.

Closing Date Consideration. At the Closing and subject to the terms and conditions contained in this Agreement, the Operating Partnership or the REITshall, as the case may be, shall: (i) in exchange for the Minority Partner Ownership Interests, the Operating Partnership shall (i) issue to SCLP Amberglen [—] OP Units and $[—]] dollars, which amount is subject to adjustment as set forth in this Section 1.02 (the “Minority Interest Amberglen Consideration”); ) and (ii) in exchange for the Sub 1 Ownership Interests, the REIT shall issue to Sub 1 [ ] shares of REIT Common Stock (the “Sub 1 Consideration”); (iii) in exchange for the Sub 1 Ownership Interests, the Operating Partnership shall issue to the REIT Gibralt [ ] OP Units and $[—] dollars (the “REIT Gibralt Consideration”); (iv) in exchange for ; the Sub 2 Ownership Interests, the Operating Partnership shall issue to Sub 2 [ ] OP Units (the “Sub 2 Consideration”); and (v) in exchange for the GP Holder Stock, the Operating Partnership shall issue to SCGP [ ] OP Units (the “SCGP Consideration” and together with the Minority Interest Consideration, the Sub 1 Consideration, the REIT Amberglen Consideration and the Sub 2 Consideration, Gibralt Consideration collectively, the “Total Consideration”). The transfer of OP Units to the Contributors and any subsequent transfers required of the Contributors by the Formation Transactions shall be evidenced by an amendment and restatement of the Operating Partnership Agreement in the form attached as Exhibit D (the “A&R OP Agreement”). The Parties intend and agree that, in determining the cash consideration due to SCLPAmberglen, there shall be deducted therefrom an amount equal to the sum of (xi) any rental payments attributable to the period from and after the Closing Date to the eighteen (18) month anniversary of the Closing Date (the “Post-Closing Period”) which by the current terms of any applicable Lease at any of the Properties in effect as of January 15, 2014 (the “Reimbursable Leases”) are agreed to be abated and treated as “free rent”, ” and (yii) any amounts required by the current terms of any such Reimbursable Lease to be paid by the landlord thereunder during the Post-Closing Period as a “tenant work allowance” or to undertake tenant improvements and (z) any amounts necessary to satisfy redemption or buy-out obligations due as a result of the Formation Transactions or Initial Public Offering to the extent not paid by the applicable Initial Properties Owners on or before the Closingimprovements. The Reimbursable Leases are set forth on Schedule 1.02(a) attached hereto. For the avoidance of doubt and by way of example and not of limitation, the approximately $1,000,000 tenant improvement allowance relating to a tenant at the Cherry Creek Property listed on Exhibit A coming due in 2019 shall not be counted in determining such cash consideration. Each of Sub 1 and Sub 2 shall be deemed to bear a percentage of such adjustment to the Minority Interest Consideration in accordance with their respective percentages of the Total Consideration.