Operating Partnership Interests. The Advisor will make a capital contribution of $200,000 to the Operating Partnership in exchange for OP Units. An affiliate of the Advisor also will be issued OP Units constituting a separate series of limited partnership interests (the "Special OP Units"). The holder of the Special OP Units will be entitled to distributions from the Operating Partnership in an amount equal to 15% of the Net Sales Proceeds after the holders of regular partnership interests have received cumulative distributions from the Operating Partnership from operating income, sales proceeds or other sources equal to their capital contributions to the Operating Partnership plus a 7% cumulative, noncompounded annualized return thereon. Upon the earliest to occur of the termination of this Agreement for Cause, a Termination Event or the Listing, all of the Special OP Units shall be redeemed by the Operation Partnership. In the case of redemption upon a Termination Event or the Listing, the Special OP Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the holders of Special OP Units in accordance with the preceding sentence if a transaction within the meaning of clause (E) of the definition of Sale had occurred on such date, all assets of the Operating Partnership had been sold for their fair market value and all liabilities of the Operating Partnership had been satisfied in full according to their terms. In determining the fair market value of the assets of the Operating Partnership, (i) in connection with a Termination Event, the Company shall obtain an appraisal of the properties of the Operating Partnership and (ii) in connection with the Listing, the Company shall make such determination taking into account the market value of the Company's listed Shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of 30 days during which such Shares are traded beginning 180 days after the Listing. If the Agreement is terminated or not renewed by the Company for Cause, the Special OP Units shall be redeemed by the Operating Partnership for $1. The Operating Partnership will redeem the Special OP Units for cash. There shall be a corresponding allocation of profits of the Operating Partnership made to the holder of the Special OP Units in connection with the amounts payable hereunder and such amounts will be payable only out of profits of the Operating Partnership.
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Samples: Advisory Agreement (Dividend Capital Trust Inc), Advisory Agreement (Dividend Capital Trust Inc), Advisory Agreement (Dividend Capital Trust Inc)
Operating Partnership Interests. The Advisor will make a capital contribution of $200,000 to the Operating Partnership in exchange for OP Units. An affiliate of the Advisor also will be issued OP Units constituting a separate series of limited partnership interests (the "“Special OP Units"”). The holder of the Special OP Units will be entitled to distributions from the Operating Partnership in an amount equal to 15% of the Net Sales Proceeds after the holders of regular partnership interests have received cumulative distributions from the Operating Partnership from operating income, sales proceeds or other sources equal to their capital contributions to the Operating Partnership partnership plus a 7% cumulative, noncompounded annualized return thereon. Upon the earliest to occur of the termination of this Agreement for Cause, a Termination Event or the Listing, all of the Special OP Units shall be redeemed by the Operation Operating Partnership. In the case of a redemption upon a Termination Event or the Listing, the Special OP Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the holders of Special OP Units in accordance with the preceding sentence if a transaction within the meaning of clause (E) of the definition of Sale had occurred on such date, all assets of the Operating Partnership had been sold for their fair market value and all liabilities of the Operating Partnership had been satisfied in full according to their terms. In determining the fair market value of the assets of the Operating Partnership, (i) in connection with a Termination Event, the Company shall obtain an appraisal of the properties of the Operating Partnership and (ii) in connection with the Listing, the Company shall make such determination taking into account the market value of the Company's ’s listed Shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of 30 days during which such Shares are traded beginning 180 days after the Listing. If the Agreement is terminated or not renewed by the Company for Cause, the Special OP Units shall be redeemed by the Operating Partnership for $1. The Operating Partnership will redeem the Special OP Units for cash. There shall be a corresponding allocation of profits of the Operating Partnership made to the holder of the Special OP Units in connection with the amounts payable hereunder and such amounts will be payable only out of profits of the Operating Partnership.
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Operating Partnership Interests. The Advisor will make a capital contribution of $200,000 to the Operating Partnership in exchange for OP Units. An affiliate of the Advisor also will be issued OP Units constituting a separate series of limited partnership interests (the "Special OP Units"). The After the receipt by the Company, as general partner of the Operating Partnership, of cumulative distributions from the Operating Partnership in an amount equal to 100% of its Invested Capital plus the Stockholders' 7% Return, the holder of the Special OP Units will be entitled to distributions from the Operating Partnership in an amount equal to 15% of the Company's share of Net Sales Proceeds after the holders of regular partnership interests have received cumulative distributions from by the Operating Partnership from operating income, sales proceeds or other sources equal to their capital contributions Partnership. Unless the Listing has occurred prior to the Operating Partnership plus a 7% cumulative, noncompounded annualized return thereon. Upon the earliest to occur date of the termination of this Agreement for Cause, a Termination Event or the Listing, all of the Special OP Units shall be redeemed by the Operation Partnership. In the case of redemption upon a Termination Event or the ListingEvent, the Special OP Units shall will be redeemed by the Operating Partnership within 30 days after the date of a Termination Event for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the holders positive excess of Special OP Units in accordance with the preceding sentence if a transaction within the meaning of clause (E) of the definition of Sale had occurred on such date, all assets of the Operating Partnership had been sold for their fair market value and all liabilities of the Operating Partnership had been satisfied in full according to their terms. In determining the fair market value of the assets of the Operating Partnership, (i) in connection with a Termination Event, the Company shall obtain an appraisal 15% of the sum of (a) the appraised value (less secured indebtedness) of all properties of the Operating Partnership and plus (b) net working capital of the Operating Partnership as of the date of the Termination Event plus (c) all amounts distributed to the Company by the Operating Partnership in respect of its partnership interest in the Operating Partnership prior to the date of the Termination Event over (ii) in connection with the Listing, aggregate capital contributions made to the Operating Partnership by the Company shall make such determination plus a 7.0% non-compounded annualized return on the net capital contributions of the Company (taking into account the market value of the Company's listed Shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of 30 days during which such Shares are traded beginning 180 days after the Listingamounts in clause (i)(c)). If the Agreement is terminated or not renewed by the Company for Cause, the Special OP Units shall be redeemed by the Operating Partnership for $1. If the Listing occurs prior to the date of a Termination Event, the Special OP Units will be redeemed by the Operating Partnership for an aggregate amount equal to 15% of the positive excess of (i) the sum of (A) the fair market value of the Company's partnership interest in the Operating Partnership, which interest shall be deemed to have a fair market value equal to the market value of the Shares of the Company, measured by taking the average closing price or average of bid and asked price, as the case may be, during a period of 30 days during which the Shares are traded beginning 180 days after the Listing plus (B) all amounts distributed to the Company by the Operating Partnership in respect of its partnership interest in the Operating Partnership prior to the Listing that have been distributed by the Company to the Stockholders prior to the Listing over (ii) 100% of the Company's Invested Capital plus the Stockholders' 7% Return. The Operating Partnership will have the option to redeem the Special OP Units for cash, Shares, a promissory note or any combination thereof. In the case of multiple Advisors, the Advisors and any affiliates shall be issued Special OP Units based upon the determination by the Operating Partnership of the value added in respect of the Operating Partnership's properties by each respective Advisor and any affiliates and the redemption price of the Special OP Units in the case of a Termination Event or the Listing shall be adjusted accordingly. There shall be a corresponding allocation of profits of the Operating Partnership made to the holder of the Special OP Units in connection with the amounts payable hereunder and such amounts will be payable only out of profits of the Operating Partnership.
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