Common use of Member Interest Acquisition Consideration Clause in Contracts

Member Interest Acquisition Consideration. Notwithstanding anything to the contrary in this Agreement, the Acquisition Consideration payable for the Member Interests shall be reduced by the amount of any Entity Indebtedness assumed or repaid by Kite Realty (including, without limitation, the payment of any applicable prepayment, assumption or other fees, costs and penalties). For purposes of this Section 5.2(b), the value of outstanding Entity Indebtedness assumed by Kite Realty shall be the principal amount thereof and any accrued and unpaid interest, plus any related prepayment, assumption and other fees, costs and penalties incurred by Kite Realty in connection with Kite Realty’s assumption of such Entity Indebtedness. “Entity Indebtedness” shall mean any outstanding financings or other arrangements entered into by Optionor (or any affiliate of Optionor) prior to the date hereof which relate to the LLC Interest, Optionor or the Member Interests and secured by a pledge of the LLC Interest or Member Interests or which otherwise encumbers the LLC Interest or Member Interests. Notwithstanding anything to the contrary contained herein, “Entity Indebtedness” shall not include any Entity Indebtedness to the extent that the aggregate of all Entity Indebtedness (plus accrued and unpaid interest and any related prepayment, assumption or other fees, costs and penalties) exceeds the Acquisition Consideration. Any financings or other arrangements encumbering the LLC Interest or Member Interests in excess of the amount of the Acquisition Consideration (as adjusted pursuant to this Section 5.2(b)) shall be the responsibility of Optionor and shall be prepaid or repaid at or prior to the Closing Date. Optionor shall provide Kite Realty with notice of any known default under any Entity Indebtedness and shall provide copies of any written default notices Optionor may receive from the lenders of such indebtedness.

Member Interest Acquisition Consideration. Notwithstanding anything to the contrary in this Agreement, the Acquisition Consideration payable for the Member Interests shall be reduced by the amount of any Entity Indebtedness assumed or repaid by Kite Realty (including, without limitation, the payment of any applicable prepayment, assumption or other fees, costs and penalties). For purposes of this Section 5.2(b), the value of outstanding Entity Indebtedness assumed by Kite Realty shall be the principal amount thereof and any accrued and unpaid interest, plus any related prepayment, assumption and other fees, costs and penalties incurred by Kite Realty in connection with Kite Realty’s assumption of such Entity Indebtedness. “Entity Indebtedness” shall mean any outstanding financings or other arrangements entered into by Optionor (or any affiliate of Optionor) prior to the date hereof which relate to the LLC Interest, Optionor or the Member Interests and secured by a pledge of the LLC Interest or Member Interests or which otherwise encumbers the LLC Interest or Member Interests. Notwithstanding anything to the contrary contained herein, “Entity Indebtedness” shall not include any Entity Indebtedness to the extent that the aggregate of all Entity Indebtedness (plus accrued and unpaid interest and any related prepayment, assumption or other fees, costs and penalties) exceeds the Acquisition Consideration. Any financings or other arrangements encumbering the LLC Interest or the Member Interests in excess of the amount of the Acquisition Consideration (as adjusted pursuant to this Section 5.2(b)) shall be the responsibility of Optionor and shall be prepaid or repaid at or prior to the Closing Date. Optionor shall provide Kite Realty with notice of any known default under any Entity Indebtedness and shall provide copies of any written default notices Optionor may receive from the lenders of such indebtedness.

Member Interest Acquisition Consideration. Notwithstanding anything to the contrary in this Agreement, the Acquisition Consideration payable for the Member Interests shall be reduced by the amount of any Entity Indebtedness assumed or repaid by Kite Realty (including, without limitation, the payment of any applicable prepayment, assumption or other fees, costs and penalties). For purposes of this Section 5.2(b), the value of outstanding Entity Indebtedness assumed by Kite Realty shall be the principal amount thereof and any accrued and unpaid interest, plus any related prepayment, assumption and other fees, costs and penalties incurred by Kite Realty in connection with Kite Realty’s 's assumption of such Entity Indebtedness. “"Entity Indebtedness” shall mean " means any outstanding financings or other arrangements entered into by Optionor (or any affiliate of Optionor) prior to the date hereof which relate to the LLC Interest, the Optionor or the Member Interests and secured by a pledge of the LLC Interest or Member Interests or which otherwise encumbers the LLC Interest or Member Interests. Notwithstanding anything to the contrary contained herein, “"Entity Indebtedness” " shall not include any Entity Indebtedness to the extent that the aggregate of all Entity Indebtedness (plus accrued and unpaid interest and any related prepayment, assumption or other fees, costs and penalties) exceeds the Acquisition Consideration. Any financings or other arrangements encumbering the LLC Interest or Member Interests in excess of the amount of the Acquisition Consideration (as adjusted pursuant to this Section 5.2(b)) shall be the responsibility of Optionor and shall be prepaid or repaid at or prior to the Closing Date. Optionor shall provide Kite Realty with notice of any known default under any Entity Indebtedness and shall provide copies of any written default notices Optionor may receive from the lenders of such indebtedness.

Member Interest Acquisition Consideration. Notwithstanding anything to the contrary in this Agreement, the Acquisition Consideration payable for the Member Interests shall be reduced by the amount of any Entity Indebtedness assumed or repaid by Kite Realty (including, without limitation, the payment of any applicable prepayment, assumption or other fees, costs and penalties). For purposes of this Section 5.2(b), the value of outstanding Entity Indebtedness assumed by Kite Realty shall be the principal amount thereof and any accrued and unpaid interest, plus any related prepayment, assumption and other fees, costs and penalties incurred by Kite Realty in connection with Kite Realty’s assumption of such Entity Indebtedness. “Entity Indebtedness” shall mean any outstanding financings or other arrangements entered into by Optionor (or any affiliate of Optionor) prior to the date hereof which relate to the LLC Partnership Interest, Optionor or the Member Interests and secured by a pledge of the LLC Partnership Interest or the Member Interests or which otherwise encumbers the LLC Partnership Interest or Member Interests. Notwithstanding anything to the contrary contained herein, “Entity Indebtedness” shall not include any Entity Indebtedness to the extent that the aggregate of all Entity Indebtedness (plus accrued and unpaid interest and any related prepayment, assumption or other fees, costs and penalties) exceeds the Acquisition Consideration. Any financings or other arrangements encumbering the LLC Partnership Interest or Member Interests in excess of the amount of the Acquisition Consideration (as adjusted pursuant to this Section 5.2(b)) shall be the responsibility of Optionor and shall be prepaid or repaid at or prior to the Closing Date. Optionor shall provide Kite Realty with notice of any known default under any Entity Indebtedness and shall provide copies of any written default notices Optionor may receive from the lenders of such indebtedness.

Member Interest Acquisition Consideration. Notwithstanding anything to the contrary in this Agreement, the Acquisition Consideration payable for the Member Interests shall be reduced by the amount of any Entity Indebtedness assumed or repaid by Kite Realty (including, without limitation, the payment of any applicable prepayment, assumption or other fees, costs and penalties). For purposes of this Section 5.2(b), the value of outstanding Entity Indebtedness assumed by Kite Realty shall be the principal amount thereof and any accrued and unpaid interest, plus any related prepayment, assumption and other fees, costs and penalties incurred by Kite Realty in connection with Kite Realty’s 's assumption of such Entity Indebtedness. “"Entity Indebtedness” shall mean " means any outstanding financings or other arrangements entered into by Optionor (or any affiliate of Optionor) prior to the date hereof which relate to the LLC Partnership Interest, the Optionor or the Member Interests and secured by a pledge of the LLC Partnership Interest or Member Interests or which otherwise encumbers the LLC Partnership Interest or Member Interests. Notwithstanding anything to the contrary contained herein, “"Entity Indebtedness” " shall not include any Entity Indebtedness to the extent that the aggregate of all Entity Indebtedness (plus accrued and unpaid interest and any related prepayment, assumption or other fees, costs and penalties) exceeds the Acquisition Consideration. Any financings or other arrangements encumbering the LLC Partnership Interest or Member Interests in excess of the amount of the Acquisition Consideration (as adjusted pursuant to this Section 5.2(b)) shall be the responsibility of Optionor and shall be prepaid or repaid at or prior to the Closing Date. Optionor shall provide Kite Realty with notice of any known default under any Entity Indebtedness and shall provide copies of any written default notices Optionor may receive from the lenders of such indebtedness.