Phase II Total Consideration Sample Clauses

Phase II Total Consideration. (i) The Phase II Total Consideration, in the aggregate amount of Five Hundred Fifty-Seven Million Dollars ($557,000,000), plus or minus adjustments (including, without limitation, those pursuant to Schedule 2.00(d)), shall be paid or provided at the Initial Closing and/or Subsequent Closings, in accordance with the following: (A) With respect to each Phase II Shopping Center subject to such Closing, Buyer shall assume and agree to pay and perform, promptly when due, the applicable Assumed Loan Balance with respect to each of the Phase II Shopping Center loans listed on Schedule 2.04(b) as the same may be modified, amended, increased or replaced in accordance with the terms of the applicable Acquisition Agreements (each, a "Phase II Assumed Loan"); or, in the event Buyer shall be acquiring the Interests in a Phase II Property Owner, the Phase II Shopping Center owned by such Phase II Property Owner shall remain subject to the Phase II Assumed Loan. It is understood that because none of the Phase II transfers are fully taxable, Buyer may not provide Seller with cash at the Initial Closing or any Subsequent Closing to pay any such loan (except in connection with a New Mall Loan); and (B) With respect to each Phase II Shopping Center subject to such Closing, and with respect to each Pending Management Agreement then being transferred, Buyer shall pay or provide the Property Adjustment Amount for such Phase II Shopping Center, less the sum of the Assumed Loan Balances corresponding to such Phase II Shopping Center (the "Phase II Net Consideration") - as provided in Section 2.04(c)(ii) and Section 2.04(c)(iii) hereof. The Phase II Net Consideration may be reallocated between any such Phase II Shopping Center and the Interests relating to the corresponding Pending Management Agreement as Seller directs, and the consideration allocated by Seller to any such Shopping Center shall be equal to the consideration therefor set forth in the applicable Acquisition Agreement and the balance shall be paid to Seller. (ii) Subject to adjustment for amortization of the Phase II Assumed Loans and other debt adjustments from December 31, 1998 until the applicable Closing Date, the aggregate Phase II Net Consideration shall be paid as set forth in Schedule 2.03(b). For purposes of this Section 2.04(c)(ii): (A) each of the Common OP Units shall be deemed to have a value equal to $28.50; (B) each of the Perpetual Preferred OP Units shall have a value equal to $25.00; (C) each of th...