Consideration for Contribution. In consideration for the contribution of the Assets to the Operating Partnership, the Operating Partnership hereby (a) increases the Company’s 1% general partner interest in the Operating Partnership to a general partner interest in the Operating Partnership which, after giving effect to the withdrawal of LPL Investments as the organizational limited partner of the Operating Partnership as provided in Section 4.2 of the Operating Partnership Agreement, will represent a 1.0101% general partner interest in the Operating Partnership, (b) issues, grants, contributes, bargains, sells, conveys, transfers, sets over and delivers to the Company a limited partner interest in the Operating Partnership (the “Limited Partner Interest”) which, after giving effect to the withdrawal of LPL Investments as the organizational limited partner of the Operating Partnership as provided in Section 4.2 of the Operating Partnership Agreement, will represent a 98.9899% limited partner interest in the Operating Partnership and (c) agrees to make a distribution, pursuant to the terms of the Operating Partnership Agreement, to the Company, in its capacity as the general partner of the Operating Partnership, of $310 million in cash.
Consideration for Contribution. In consideration for the contribution of the Limited Partner Interest to the Partnership, the Partnership hereby (a) continues the Company’s 1% general partner interest in the Partnership and (b) issues, grants, contributes, bargains, sells, conveys, assigns, transfers, sets over and delivers to the Company 3,912,750 Common Units which, after giving effect to (i) the withdrawal of LPL Investments as the organizational limited partner of the Partnership as provided in Section 4.2 of the Partnership Agreement, and (ii) the sale of 17,390,000 Preference Units pursuant to the Underwriting Agreement (or 19,129,000 Preference Units if the over-allotment option provided for in the Underwriting Agreement is exercised in full), will represent an approximate 18.18% limited partner interest in the Partnership (or an approximate 16.81% limited partner interest in the Partnership if the over-allotment option provided for in the Underwriting Agreement is exercised in full).
Consideration for Contribution. In exchange for the Contribution of the Assets, the Company shall issue to CNL on the Contribution Date an aggregate of Nine Million Six Hundred Thousand (9,600,000) shares of the Common Stock.
Consideration for Contribution. (a) The aggregate consideration for the contribution of the Properties is Eighty-Three Million Five Hundred Sixty-Five Thousand and No/100 Dollars ($83,565,000.00) (the “Contribution Consideration”), subject to prorations, credits and adjustments as set forth herein.
(b) Company will pay the following Contribution Consideration:
(i) At Closing, Company shall take title to the Properties subject to (1) those certain loans encumbering the Real Property Assets as identified on Schedule 2.2 (each an “Existing Loan” and collectively the “Existing Loans”) from the lenders identified on Schedule 2.2 (each an “Existing Lender” and collectively the “Existing Lenders”), in the original principal amounts shown on Schedule 2.2, and (2) that certain credit facility identified on Schedule 2.2 (the “Credit Facility”) with the Existing Lender identified thereon; provided, however, that Company’s liability with respect to the Credit Facility obligation shall be limited to an amount equal to 5.0% of the stated amount of the Credit Facility. The Company shall assume Contributor’s obligations under the Existing Loans and its portion of the Credit Facility by executing the documents required by each Existing Lender. Company agrees to indemnify and hold Contributor harmless from and against any costs, charges, fees and penalties assessed or charged by the Existing Lenders (i) in connection with the transfer of the Properties from Contributor to Company and the related default under the terms of the loan documents for each Existing Loan, or (ii) if Company fails to timely pay any of the Existing Loans in full as and when required.
(ii) At Closing, Company shall issue certain Class A limited partnership interests in Company (each, individually, an “OP Unit” and collectively the “OP Units”) designated as Class A Units in the Agreement of Limited Partnership of Company, dated effective as of September 23, 2016, as amended, and as the same may further be amended in accordance with the terms thereof (the “Partnership Agreement”)
Consideration for Contribution. In consideration for the contribution stated in Section 2.1, the LPL Partnership hereby continues the Partnership’s 1% general partner interest in the LPL Partnership.
Consideration for Contribution. In consideration for the contribution stated in Section 3.1, the LPL Partnership hereby continues the Company’s 99% limited partner interest in the LPL Partnership.
Consideration for Contribution. In consideration for the ------------------------------ Contribution, the Partnership shall issue to each Contributor, or to such partners and beneficial owners of the Contributor as the Contributor shall designate in writing (the "Designees"), the number of Units in consideration for each Property as set forth on Schedule 1.3
(a) hereto. The number of Units to be --------------- issued in consideration for each Property (the "Contribution Value") shall be the quotient of the Contribution Amount for such Property (as defined hereafter) minus the Mortgage Debt (as defined hereafter) encumbering such Property divided by the Market Price (as defined hereafter). The parties agree that, as of the date hereof and as of the Closing Date, each Initial Unit has a fair market value equal to the initial price to the public of the Initial Shares at the time and date the Registration Statement is declared effective by the Commission (the "Market Price"). The Contributors represent and warrant that each Property is subject to mortgage indebtedness set forth opposite the description of such Property on Schedule 1.3(b) of this Agreement, which mortgage indebtedness shall --------------- be the principal balance of, plus the accrued interest on, the mortgages encumbering such Property at the Closing Date (the "Mortgage Debt"). For purposes of this Agreement, "Contribution Amount" means the acquisition cost of any Property, as stated on Schedule 1.3(a) plus the amount of the Closing Costs --------------- (as defined in Section 7.5.1), which total shall be used to calculate the number ------------- of Units to be issued to the Contributors at the Closing in exchange for their contribution of such Property to the Partnership.
Consideration for Contribution. The initial distribution payable with respect to the Units shall be made on the date on which the REIT pays the dividend to the holders of its common stock that relates to the earnings for the calendar quarter in which the Units were issued and shall be pro- rated such that the Contributing Partners receiving Units shall receive a pro-rata distribution for the period from the date on which the Units were issued to and including the last day of the calendar quarter in which the Units were issued. At the election of any Contributing Partner, to be given by Contributing Partners to Home Properties on or before the end of the Due Diligence Period, Home Properties shall execute such documents and take such actions as are reasonably required by such Contributing Partner, all such actions to be at no cost or expense to Home Properties, as shall permit such Contributing Partner to recast the transaction contemplated under this agreement as a tax free exchange under Section 1031 of the Internal Revenue Code of an interest in the RGI Real Property in whole or in part."
3. The following sentence shall be added at the end of Paragraph 24 of the Agreement: "For purposes of determining the number of Units to be placed in escrow, the "Market Value" of a Unit shall be $21.50."
4. Subparagraph (h) of Paragraph 25, clause (i) which begins on page 27, and carries over to page 28 is hereby deleted and the following is substituted therefor:
(i) their aggregate built-in gain determined in accordance with the principles set forth in Section 704(c) of the Internal Revenue Code of 1986 ("Code") is $8,004,190 assuming the RGI Real Property has a fair market value of $8,721,818 as of the date of the contribution(s) to Home Properties;"
Consideration for Contribution. In consideration of the contribution by Contributing Partners to Home Properties of the RGII Interests, Home Properties agrees to transfer to Contributing Partners Units (the "Closing Units") having, in the aggregate, a Market Value (as hereinafter defined) as of the Closing Date (hereinafter defined) equal to $11,330,910 less the principal balance of the mortgage (the "First Union Mortgage") encumbering the RGII Real Property on the Closing Date (the "Net Real Property Value"). Notwithstanding the above, each of the Contributing Partners may elect, upon written notice to Home Properties given by the electing Contributing Partner on or before the end of the Due Diligence Period (hereinafter defined), to receive cash up to his or her percentage interest in RGII multiplied by the Net Real Property Value. Contributing Partners represent that (i) attached hereto as Exhibit B are true and complete copies of the First Union Mortgage and the promissory note secured thereby, and
Consideration for Contribution. In ------------------------------- consideration for the Contribution, MusicCo will, concurrently with the Contribution, issue and deliver to TCI, as designee of the TCI System Owners, 125,000,000 validly issued, fully paid and nonassessable shares of MusicCo Series B Common Stock and the Company Note (as defined in the Contribution Agreement).
