Mission Bay Earn-Out Sample Clauses

Mission Bay Earn-Out. MB Owner shall pay to Development Manager the “Mission Bay Earn-Out Amount” (as hereinafter defined) if and when Development Manager is entitled to such payment under this Section 2(a). The “Mission Bay Earn-Out Amount” shall equal the amount, if any, by which the “Mission Bay Discounted Effective Sales Price” (as hereinafter defined) for the Mission Bay Earn-Out Lots exceeds $***. The “Mission Bay Discounted Effective Sales Price” shall be the “Present Value” (as defined in the Purchase Agreement) of the “Effective Sales Price” (as hereinafter defined) of Mission Bay Earn-Out Lots calculated by discounting the Effective Sales Price from the “Mission Bay Earn-Out Lots Sale Date” (as hereinafter defined) to *** (the “Calculation Date”). The Mission Bay Earn-Out Amount shall be deemed earned in full on the Mission Bay Earn-Out Lots Sale Date. The “Mission Bay Earn-Out Lots Sale Date” shall be the date on which the transaction to sell the Mission Bay Earn-Out Lots shall have closed, and MB Owner shall have first received any portion of the sale proceeds from such third party pursuant to such agreement. MB Owner shall be obligated to pay to Development Manager any Mission Bay Earn-Out Amount only if and when MB Owner in an all cash or financed sale of the Mission Bay Earn-Out Lots, shall have received all proceeds from such sale, in which event MB Owner shall pay to Development Manager the full Mission Bay Earn-Out Amount. Any amounts payable by MB Owner to Development Manager under this Section 2(a) shall be delivered by MB Owner to Development Manager (in accordance with written instructions from Development Manager) through the applicable sales escrow from proceeds due MB Owner, or *** MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT one of its Affiliates, attributable to the sale of the Mission Bay Earn-Out Lot resulting in an earn-out payment as set forth herein. Notwithstanding the foregoing, in no event shall Development Manager be entitled to an earn-out payment under this Section 2(a) (i) in excess of (x) *** if the Mission Bay Earn-Out Lots are sold to “Alexandria” (as defined in the Purchase Agreement) prior to***, or (y) the *** for any other sale of the Mission Bay Earn-Out Lots, or (ii) for any sale of the Mission Bay Earn-Out Lots that occurs after ***.
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