Common use of Contribution Consideration Clause in Contracts

Contribution Consideration. The consideration for the contribution by Contributor of the Member Interest and the “Contributed Assets,” defined as the Properties and any and all personal property located thereon except for personal property owned by tenants to the Properties (the assignment of which does not require an assignment separate from this Agreement), to the UPREIT for the Property (the “Contribution Consideration”), shall consist of that number of Convertible Common Units having an aggregate value, calculated as provided in Section 3.3.2 below, equal to (the “Total LP Unit Amount”): the sum of: (A) the Gross Asset Value assigned to the Property, as determined pursuant to Exhibit B attached hereto; minus (B) the sum of any Contributor Property Indebtedness with respect to the Property, as provided on Exhibit C attached hereto, as Exhibit C may be modified (pursuant to the next succeeding sentence or otherwise); minus (C) the Reduction Amount (as defined in Section 14); minus (D) any other adjustments described in this Agreement (“Adjustments”) occurring on or prior to the Closing Date in favor of Acquiror; plus (E) any Adjustments occurring on or prior to the Closing Date in favor of Contributor; and plus (F) any reserves, deposits and escrows maintained by Contributor with the lender holding the Contributor Property Indebtedness encumbering the Property. The parties agree that, in the event the Closing Statement (as defined below) includes information that differs from that reflected on Exhibit B with respect to the Gross Asset Value and any Contributor Property Indebtedness with respect to the Property, all such information included within the Closing Statement shall be controlling in all such respects. Notwithstanding the preceding contemplated calculations, however, none of such calculations shall occur at Closing if they are duplicative of calculations described under the Master Agreement for purposes of determining Gross Asset Value. If the above-described calculation of Contribution Consideration would result in a fractional number of LP Units (as hereinafter defined) to be delivered to Contributor, the UPREIT shall round that fraction up or down, as the case may be, to the nearest whole number of LP Units. The Property are to be acquired by the UPREIT subject to the corresponding items of Contributor Property Indebtedness with respect to the Property. No portion of the Contribution Consideration shall be paid in cash. Provided that all conditions precedent to Acquiror’s obligations to close as set forth in this Agreement (collectively, “Acquiror’s Conditions Precedent”) have been satisfied and fulfilled, or waived in writing by Acquiror, the Contribution Consideration shall be paid to Contributor at Closing pursuant to Section 3.3 below.

Contribution Consideration. The consideration for the contribution by Contributor of the Member Interest and the “Contributed Assets,” defined as the Properties and any and all personal property located thereon except for personal property owned by tenants to the Properties (the assignment of which does not require an assignment separate from this Agreement), Assets to the UPREIT for the Property Project (the “Contribution Consideration”), shall consist of that number of Convertible Common Units and Convertible Preferred Units (the allocation between Common Units and Convertible Preferred Units is more specifically described in Section 3.3.1 below) having an aggregate value, calculated as provided in Section 3.3.2 below, equal to (the “Total LP Unit Amount”): the sum of: (A) the Gross Asset Value assigned to the PropertyProject, as determined pursuant to Exhibit B C attached hereto; minus (B) the sum of any Contributor POP Property Indebtedness with respect to the PropertyProject, as provided on Exhibit C attached hereto, as Exhibit C may be modified (pursuant to the next succeeding sentence or otherwise); minus (C) the Reduction Amount (as defined in Section 14); minus (D) any other adjustments described in this Agreement (“Adjustments”) occurring on or prior to the Closing Date in favor of Acquiror; plus (E) any Adjustments occurring on or prior to the Closing Date in favor of Contributor; and plus (F) any reserves, deposits and escrows maintained by Contributor with the lender holding the Contributor POP Property Indebtedness encumbering the PropertyProject. The parties agree that, in the event the Closing Statement (as defined below) includes information that differs from that reflected on Exhibit B C with respect to the Gross Asset Value and any Contributor POP Property Indebtedness with respect to the PropertyProject, all such information included within the Closing Statement shall be controlling in all such respects. Notwithstanding the preceding contemplated calculations, however, none of such calculations shall occur at Closing if they are duplicative of calculations described under the Master Agreement for purposes of determining Gross Asset Value. If the above-described calculation of Contribution Consideration would result in a fractional number of LP Units (as hereinafter defined) to be delivered to Contributor, the UPREIT shall round that fraction up or down, as the case may be, to the nearest whole number of LP Units. The Property are Project is to be acquired by the UPREIT subject to the corresponding items of Contributor POP Property Indebtedness with respect to the PropertyProject. No portion of the Contribution Consideration shall be paid in cash. Provided that all conditions precedent to Acquiror’s obligations to close as set forth in this Agreement (collectively, “Acquiror’s Conditions Precedent”) have been satisfied and fulfilled, or waived in writing by Acquiror, the Contribution Consideration shall be paid to Contributor at Closing pursuant to Section 3.3 below.

Contribution Consideration. The consideration for the contribution to be paid to Contributor by Contributor of the Member Interest and the “Contributed Assets,” defined as the Properties and any and all personal property located thereon except for personal property owned by tenants to the Properties (the assignment of which does not require an assignment separate from this Agreement), to the UPREIT for all of the Property Projects (other than the “Contribution Consideration”)Option Projects, for which the consideration shall be determined pursuant to Paragraph 33, and Project No. 56, for which the consideration shall be determined pursuant to Paragraph 39) [the "CONTRIBUTION CONSIDERATION"] shall consist of that number of Convertible Common LP Units (as defined below) having an aggregate value, calculated as provided in Section 3.3.2 Subparagraph 2(c)(iii) below, equal to (the “Total "TOTAL LP Unit Amount”UNIT AMOUNT"): the sum of: (A) the Gross Asset Value sum of the "ALLOCATED AMOUNTS" assigned to all of the PropertyProjects, as determined provided on Exhibit A-2 attached hereto, as Exhibit A-2 may be modified pursuant to Exhibit B attached heretothis Subparagraph 2(b); minus (B) the sum of any Contributor Property the Assumed Indebtedness with respect to the Propertyall Projects, as provided on Exhibit C attached hereto, as Exhibit C such amount may be modified (as reflected in the Final Exhibit A-2, as defined in and delivered pursuant to the next succeeding sentence or otherwisethis Subparagraph 2(b); minus (C) the Reduction Amount Contributor's Closing Costs (as defined in Section 14Paragraph 14 below); minus (D) any prorations described in Paragraph 13 below ("PRORATIONS") and credited, as of the Closing Date (as defined below), to Acquiror; plus (E) any Prorations credited, as of the Closing Date, to Contributor; minus (F) any other adjustments described in this Agreement (“Adjustments”) "ADJUSTMENTS"), including, without limitation, those pursuant to Paragraphs 22 and 34 below, occurring on or prior to the Closing Date in favor of Acquiror; and plus (EG) any Adjustments occurring on or prior to the Closing Date in favor of the Contributor; , including, without limitation, those pursuant to Paragraphs 26 and plus (F) any reserves, deposits and escrows maintained by Contributor with the lender holding the Contributor Property Indebtedness encumbering the Property34 below. The parties acknowledge and agree that, in that the event form of Exhibit A-2 attached hereto as of the Closing Statement date of this Agreement (the "PRELIMINARY EXHIBIT A-2") is for illustration and planning purposes only. It shall be an Acquiror's Condition Precedent (as defined below) includes information and a Contributor's Condition Precedent that differs from that reflected the UPREIT and Contributor prepare and reasonably agree upon an updated Exhibit A-2 (the "FINAL EXHIBIT A-2") to be substituted for the Preliminary Exhibit A-2 as of and on Exhibit B with respect to the Gross Asset Value and any Contributor Property Indebtedness with respect to the Property, all such information included within the Closing Statement shall Date. (The Final Exhibit A-2 may be controlling in all such respects. Notwithstanding incorporated into the preceding contemplated calculations, however, none of such calculations shall occur closing statement required to be delivered at Closing if they are duplicative of calculations described under the Master Agreement for purposes of determining Gross Asset Value. Closing.) If the above-described calculation of Contribution Consideration would result in a fractional number of LP Units (as hereinafter defined) to be delivered to Contributor, the UPREIT shall round that fraction up or down, as the case may be, to the nearest whole number of LP Units. The Property Projects are to be acquired by contributed to the UPREIT subject to the corresponding items of Contributor Property Indebtedness Assumed Indebtedness, which, subject to Paragraph 34 below, will be assumed by the UPREIT and paid off, in full, simultaneously with respect to the Propertyoccurrence of the Closing. No portion of the Contribution Consideration shall be paid directly to Contributor in cash. Provided that all conditions precedent to Acquiror’s 's obligations to close as set forth in this Agreement (collectively, “Acquiror’s Conditions Precedent”"ACQUIROR'S CONDITIONS PRECEDENT") have been satisfied and fulfilled, or waived in writing by Acquiror, the Contribution Consideration shall be paid to Contributor at Closing pursuant to Section 3.3 Subparagraph 2(c) below.