Consideration Contingency/Earn-Out Sample Clauses

Consideration Contingency/Earn-Out. The Partnership Acquirer, in its sole discretion, shall determine the valuation of the Hotel on December 31, 2010. The valuation of the Hotel shall be computed by applying a nine percent (9.0%) capitalization rate to the audited trailing twelve (12) months net operating income, adjusted for the revenue management fee, and a four percent (4.0%) of revenue furniture, fixture and equipment reserve, property taxes and license fees, and costs of property insurance (the "Valuation"). If the then-current Valuation of the Hotel exceeds the amount of Twelve Million and Six Hundred Twenty-Five Thousand Dollars ($12,625,000.00) ("Acquirer Consideration") as paid by Acquirer hereunder, the Partnership Acquirer will pay the lawful money of the United States equal to the difference between the then-current value and the Acquirer Consideration paid hereunder, but in no event shall such earn-out payment exceed One Million Five Hundred and Fifteen Thousand Dollars ($1,515,000.00) for the Hampton Inn Smithfield.