TOTAL AGREED VALUE. 2.1 The total agreed value (the “Total Agreed Value”) for the Membership Interests shall be the amount set forth on the Summary of Terms. The Total Agreed Value (as reduced below) shall be paid as follows: (a) by the Project remaining subject to an Existing Mortgage lien now encumbering the Land and held by Xxxxxx Xxx and securing debt in an amount set forth on the Summary of Terms and otherwise on terms satisfactory to SCOLP (“Existing Mortgage”), provided that the holder of the Existing Mortgage consents to the transactions provided for herein pursuant to the provisions set forth in Section 9.4 herein; (b) SCOLP shall issue to Contributor newly created Series C Preferred Units with an aggregate value equal to the Series C Amount set forth on the Summary of Terms, which Units shall be issued at an issue price and on the terms set forth in the Summary of Terms (the “Series C Units”); and (c) SCOLP shall issue to Contributor in the form of OP Units in SCOLP (the “OP Units”) with an aggregate value equal to the OP Amount set forth on the Summary of Terms, which Units shall be issued at an issue price and on the terms set forth on the Summary of Terms. The Series C Units and the OP Units shall be issued to the Contributor at the Closing. The Series C Units and the OP Units are sometimes hereinafter collectively referred to as “Units”. The Total Agreed Value is allocated among real property, personal property and goodwill as set forth on the attached Summary of Terms. The Total Agreed Value set forth on the Summary of Terms shall be reduced for the principal amount of the debt outstanding under the loan payable by Contributor to Xxxxxx Xxxxxx and Xxxx Xxxxx, the proceeds of which loan were used to acquire a portion of the Membership Interests (“Acquisition Loan”). Interest and any fees, expenses or amounts outstanding under the Acquisition Loan other than principal shall be payable in cash at Closing. Subject to the preceding sentence, the Acquisition Loan shall be assumed and/or satisfied by SCOLP.
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Samples: Contribution Agreement (Sun Communities Inc), Contribution Agreement (Sun Communities Inc), Contribution Agreement (Sun Communities Inc)
TOTAL AGREED VALUE. 2.1 The total agreed value (the “Total Agreed Value”) for the Membership Interests shall be the amount set forth on the Summary of Terms. The Total Agreed Value (as reduced below) shall be paid as follows: (a) by the Project remaining subject to an Existing Mortgage lien now encumbering the Land and held by Xxxxxx Xxx and securing debt in an amount set forth on the Summary of Terms and otherwise on terms satisfactory to SCOLP (“Existing Mortgage”), provided that the holder of the Existing Mortgage consents to the transactions provided for herein pursuant to the provisions set forth in Section 9.4 herein; (b) SCOLP shall issue to Contributor newly created Series C Preferred Units with an aggregate value equal to the Series C Amount set forth on the Summary of Terms, which Units shall be issued at an issue price and on the terms set forth in the Summary of Terms (the “Series C Units”); and (c) SCOLP shall issue to Contributor in the form of 2 OP Units in SCOLP (the “OP Units”) with an aggregate value equal to the OP Amount set forth on the Summary of Terms, which Units shall be issued at an issue price and on the terms set forth on the Summary of Terms. The Series C Units and the OP Units shall be issued to the Contributor at the Closing. The Series C Units and the OP Units are sometimes hereinafter collectively referred to as “Units”. The Total Agreed Value is allocated among real property, personal property and goodwill as set forth on the attached Summary of Terms. The Total Agreed Value set forth on the Summary of Terms shall be reduced for the principal amount of the debt outstanding under the loan payable by Contributor to Xxxxxx Xxxxxx and Xxxx Xxxxx, the proceeds of which loan were used to acquire a portion of the Membership Interests (“Acquisition Loan”). Interest and any fees, expenses or amounts outstanding under the Acquisition Loan other than principal shall be payable in cash at Closing. Subject to the preceding sentence, the Acquisition Loan shall be assumed and/or satisfied by SCOLP. 2.2 The Units to be issued to Contributor pursuant to the terms hereof shall be governed by SCOLP’s Third Amended and Restated Limited Partnership Agreement, dated as of June 19, 2014, as amended (the "Partnership Agreement"), a copy of which has been delivered to the Contributor and Owner, as such Partnership Agreement shall be amended on the Contribution Date to reflect the admission of Contributor as a limited partner and the issuance of, and the rights and obligations associated with, such Units. On the date hereof and on the Contribution Date, Contributor and each equity holder thereof shall execute and deliver such investment and subscription documents as SCOLP shall reasonably require in connection with the issuance of the Units and represent and warrant that Contributor or such equity holder, as the case may be, is an "accredited investor" as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”). 3.
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