Initial Properties. The parties have identified certain Properties (the “Initial Properties”) which will be contributed by Inland to the Company at the “Agreed Net Value” for each of the Initial Properties as described on EXHIBIT 6-A. EXHIBIT 6-B contains the form of “Contribution Agreement” that shall be entered into with respect to each Initial Property. The Manager shall cause the Company to accept the contribution of each of the Initial Properties as soon as practicable after the execution of this Agreement in accordance with the terms of the Contribution Agreement; provided, however, that the parties have agreed that (i) none of the Initial Properties shall be contributed to the Company until the conditions for contribution, as set forth in the Contribution Agreement, have been fulfilled (or as applicable, waived by any party having the right to waive said condition) as to at least 4 of the Initial Properties; (ii) the Company shall not acquire, or enter into any binding agreement to acquire, any Additional Property unless and until 4 of the Initial Properties have been contributed to the Company, unless expressly authorized by NYSTRS in advance, in writing, in NYSTRS’ sole discretion, and (iii) if no Properties have been contributed to or acquired by the Company on or before December 31, 2004, then NYSTRS, at its sole election, shall have the right to cause the Company to be terminated and dissolved. Inland acknowledges that NYSTRS, acting alone on behalf of Company, shall have the right to (i) exercise Company’s rights and remedies, at law, in equity, or under the Contribution Agreement in the event of a breach of the Contribution Agreement by Inland, and (ii) waive or modify any condition precedent to the Company’s (as opposed to Inland’s) obligations under the Contribution Agreement, including any condition precedent to the contribution of any Initial Property.
Initial Properties. Within 10 days after a Major Capital Event as to an Initial Property by the Company (or one of its Subsidiaries), and the determination of the amount of Net Extraordinary Cash Flow from such Initial Property which is distributable to each Member with respect to such Property, the Manager shall cause each Member’s cumulative internal rate of return (“IRR”) as to Initial Properties to be calculated taking into account the amount and timing of all Capital Contributions with respect to the Initial Properties, and all distributions made hereunder with respect to the Initial Properties prior to such Major Capital Event in accordance with EXHIBIT 7-A attached. Inland shall be entitled to an incentive distribution (the “Initial Property Incentive Distribution“) set forth below depending upon the IRR of the Members and as reflected in Section 7.4(c)(i)(C) and (D): Members’ Internal Rate of Return (“IRR”) applicable to Properties Purchased Using Capital Contributions made pursuant to Initial Capital Commitments (The calculation of the IRR shall take into account the amount and timing of all Capital Contributions of and distributions to Members with respect to Initial Properties and shall be determined in accordance with the rules contained in EXHIBIT 7-A.) Initial Property Incentive Distribution to Inland By way of example, suppose (i) the net proceeds from the sale of a Property that was purchased using Capital Contributions made pursuant to Initial Capital Commitments and owned by the Company are $200, (ii) there are no Company Loans and no Default Contributions have been made, (iii) the Members’ Unreturned Capital from Initial Capital Commitments is $70 which will be distributed pursuant to Section 7.4(c)(i)(A), and (iv) after an additional $30 is distributed to the Members under Section 7.4(c)(i)(B), each Member will have achieved a cumulative IRR as to all Initial Properties of greater than 11%, but less than 13%. Then, the next $100 would be distributed as follows: $5 would be distributed to Inland as an Initial Property Incentive Distribution, and the remaining $95 would be distributed $76 to SAU and $19 to Inland in accordance with their respective Percentage Interests. (See EXHIBIT 7-B). For purposes of determining whether the IRR has been met hereunder, no Member shall be deemed to have received the amount of the Initial Property Incentive Distributions paid to Inland hereunder. No amount paid by the Company to Inland as Initial Property Incentive Distribu...
Initial Properties. Existing Property Portfolio
Initial Properties. As of the Amendment No. 1 Effective dDate of Closing, the Initial Properties qualify as Eligible Properties and the information provided on Schedule 5.24 is true and correct.
Initial Properties. Property Owner Property Owner Property Owner Property Owner Schedule I Commitments Schedule 5.1 Legacy Houston Properties
Initial Properties. 70 Part I - Initial Properties.................................. 70 Part II - Connaught Apartments............................... 71 7.
Initial Properties. Except for DFW South or Meadowlands, the ------------------ Borrower will use its best efforts to cause the Initial Properties to qualify as Eligible Properties within thirty (30) days of the Effective Date, except for the Maison De Ville, New Orleans, Louisiana for which the Borrower will use reasonable efforts to qualify as an Eligible Property. If an Initial Property does not qualify as an Eligible Property within thirty (30) days of the Effective Date or later no longer qualifies as an Eligible Property, the Borrower will cause any such Initial Property to qualify as a Permitted Non- Eligible Property as provided in the definition of Permitted Non-Eligible Property.
Initial Properties. Property Owner Property Owner Schedule 6.2
Initial Properties. On or about April 29, 2005, ASOT extended the Due Diligence Period in accordance with Section 3.2 of the Master Agreement such that the Due Diligence Period with respect to all Properties expired on May 29, 2005. Further, on or about April 29, 2005, R&B and the Property Partnerships elected to extend the Closings of all of the Properties for an additional thirty (30) day period in accordance with Section 10.1 of the Master Agreement (such that (i) the Unit/Cash Election Date with respect to each Property Partnership became June 28, 2005, and (ii) Partnership Approvals and county and lender consents were be to obtained, in accordance with Article VI and VIII on or before July 23, 2005). Accordingly, by virtue of Article X of the Master Agreement, the Closings of all of the Properties are scheduled to occur ninety (90) days after the expiration of the Due Diligence Period (as extended), August 27, 2005, unless the parties otherwise mutually agree and except as otherwise provided by the last two sentences of Section 10.1 of the Master Agreement. Notwithstanding that the Closings have been extended for purposes of the Master Agreement and are scheduled to occur on or around August 27, 2005, assuming the satisfaction or waiver of the conditions set forth in Article VIII and IX, ASOT, ASN, R&B and the Property Partnerships hereby agree that the Closing of the contribution of all of the Properties (other than the Properties identified on Schedule 2.1 of the Master Agreement as Dulles, Gaithersburg and Falls Church) shall occur on or around July 28, 2005 (the “Anticipated Closing Date”) unless ASOT, R&B and the Property Partnerships agree to close the contribution of one or more of the Properties on a different date in accordance with the terms of the Master Agreement. In addition, pursuant to that certain Letter Agreement dated July 21, 2005, among ASOT, ASN, the Property Partnerships and R&B (the “Letter Agreement”), the parties agreed that the Third Party Approval Date (as defined in the Letter Agreement) with respect to each Property has been extended to the earlier to occur of the actual Closing of the applicable Property and September 1, 2005. Notwithstanding the earlier scheduled Closing as provided under this Section 10, (i) R&B and each Property Partnership made its effective Unit/cash elections on or prior to the Unit/Cash Election Date in accordance with Article II of the Master Agreement and (ii) all dates and time periods under the Master Agreement me...
Initial Properties. As of the date of Closing, the Initial Properties qualify as Eligible Properties and the information provided on Schedule 5.24 is true and correct.
