Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit A as being owned by a Contributor and for the Assumed Liabilities attributable to such Contributor, Kite Realty shall transfer to each Contributor, and upon execution and delivery of the Limited Partner Acceptance (as defined below) by such Contributor, such Contributor shall receive, at the Closing, a number of Class A units of limited partnership interest in Kite Realty ("Units") (rounded to the nearest whole Unit) equal to (x) the applicable "Contributor Exchange Amount" set forth on Exhibit B hereto divided by (y) the public offering price for common shares of beneficial interest of the REIT ("REIT Common Shares") as set forth in the REIT's final prospectus relating to the Kite IPO (the "Final Prospectus"), in a transaction intended to qualify for nonrecognition of gain to such Contributor pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the "Code"). The rights of holders of the Units as of the Closing will be set forth in the Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P. (the "Partnership Agreement"). Each Contributor acknowledges and agrees that, with respect to the Interest in each Entity owned by such Contributor as listed on Exhibit A hereto, receipt of the Units in exchange for such Interest shall constitute receipt of the fair value of such Contributor's interest in such Entity as of the Closing Date based on such Contributor's right to share in distributions from such Entity for purposes of Indiana Business Flexibility Act Section 23-18-5-5 and Section 23-18-5-5.1, as and to the extent applicable.
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Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests Interest listed on Exhibit A as being owned by a Contributor and for the Assumed Liabilities attributable to such Contributor, Kite Realty the Operating Partnership shall transfer to each the Contributor, and upon execution and delivery of the Limited Partner Acceptance Partnership Agreement (as defined below) by such Contributor, such Contributor shall receive, at the Closing, a number of Class A units of limited partnership interest in Kite Realty the Operating Partnership ("“Units"”) (rounded to the nearest whole Unit) equal to (xi) the applicable "Contributor Exchange Amount" set forth percentage listed opposite Contributor’s name on Exhibit B A hereto divided by times (yii) the public offering price for common shares of beneficial interest of the REIT ("REIT Common Shares") as set forth in the REIT's final prospectus relating to the Kite IPO (the "Final Prospectus")870,000 Units, in a transaction intended to qualify for nonrecognition non-recognition of gain to such Contributor pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the "“Code"”). The rights of holders a holder of the Units as of the Closing will be set forth in the First Amended and Restated Agreement of Limited Partnership of Kite Realty GroupThe GC Net Lease REIT Operating Partnership, L.P. (the "“Partnership Agreement"”). Each Contributor acknowledges and agrees that, with respect to the Interest in each Entity Xxxxxx Properties owned by such Contributor as listed on Exhibit A hereto, receipt of the Units in exchange for such Interest shall constitute receipt of the fair value (which aggregate value for all of the Interests has been determined by the parties to be $8,700,000, the “Agreed Value”) in exchange for such Contributor's interest ’s Interest in such Entity Xxxxxx Properties as of the Closing Date based Date, and the Agreed Value deemed contributed to the Operating Partnership by the Contributor, which Agreed Value will be recorded on the Operating Partnership’s books and records, shall be equal to the applicable percentage listed opposite such Contributor's right to share in distributions from such Entity for purposes of Indiana Business Flexibility Act Section 23-18-5-5 and Section 23-18-5-5.1, as and to ’s name on Exhibit A hereto times the extent applicableAgreed Value.
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Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit A as being owned by a Contributor and for the Assumed Liabilities attributable to such ContributorContributors, Kite Realty the Operating Partnership shall transfer to each ContributorUnit Recipient, and upon execution and delivery of an acceptance of the Limited Partner Acceptance Partnership Agreement (as defined below) by such ContributorUnit Recipient, such Contributor Unit Recipient shall receive, at the Closing, a the number of Class A units of limited partnership interest in Kite Realty the Operating Partnership ("“Units"”) (rounded to listed opposite the nearest whole Unit) equal to (x) the applicable "Contributor Exchange Amount" set forth Unit Recipient’s name on Exhibit B hereto divided by (y) the public offering price for common shares of beneficial interest of the REIT ("REIT Common Shares") as set forth in the REIT's final prospectus relating to the Kite IPO (the "Final Prospectus")hereto, in a transaction intended to qualify for nonrecognition non-recognition of gain to such Contributor and such Contributor’s respective Unit Recipient pursuant to Section 721 of the Internal Revenue Code of 1986, as amended amended. In the event the Closing occurs after April 15, 2011 and on or before May 31, 2011, the Unit Recipients shall be entitled to receive additional Units as indicated on Exhibit B. For example, if a Unit Recipient is entitled to 12 additional Units per day for April and 10 additional Units per day for May and the Closing occurs on May 5, 2011, this Unit Recipient shall receive 230 additional Units [(the "Code"15 days in April x 12 Units) + (5 days in May x 10 Units)]. The rights of holders each Unit Recipient as a holder of the Units as of the Closing will be are set forth in the First Amended and Restated Agreement of Limited Partnership of Kite Realty GroupThe GC Net Lease REIT Operating Partnership, L.P. (the "“Partnership Agreement"”), subject to the provisions of this Agreement. Each Contributor acknowledges and agrees that, with With respect to the Interest in each Entity the Carlsbad Property owned by such each Contributor as listed on Exhibit A hereto, each such Contributor and such Contributor’s respective Unit Recipient acknowledge and agree that receipt by such Contributor’s respective Unit Recipient of the Units in exchange for such Interest shall constitute receipt of the fair value (which aggregate value for all of the Interests has been determined by the parties and is set forth on Exhibit B, the “Agreed Value”) in exchange for such Contributor's interest ’s Interest in such Entity the Carlsbad Property as of the Closing Date based on such Contributor's right to share in distributions from such Entity for purposes Date, and the ratable portion of Indiana Business Flexibility Act Section 23-18-5-5 and Section 23-18-5-5.1the Agreed Value, as and listed next to each Unit Recipient’s name on Exhibit B hereto, deemed contributed to the extent applicableOP Sub by each Contributor will be recorded on the Operating Partnership’s books and records.
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Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit A as being owned by a Contributor and for the Assumed Liabilities attributable to such ContributorContributors, Kite Realty the Operating Partnership shall transfer to each ContributorUnit Recipient, and upon execution and delivery of an acceptance of the Limited Partner Acceptance Partnership Agreement (as defined below) by such ContributorUnit Recipient, such Contributor Unit Recipient shall receive, at the Closing, a the number of Class A units of limited partnership interest in Kite Realty the Operating Partnership ("“Units"”) (rounded to listed opposite the nearest whole Unit) equal to (x) the applicable "Contributor Exchange Amount" set forth Unit Recipient’s name on Exhibit B hereto divided by (y) the public offering price for common shares of beneficial interest of the REIT ("REIT Common Shares") as set forth in the REIT's final prospectus relating to the Kite IPO (the "Final Prospectus")hereto, in a transaction intended to qualify for nonrecognition non-recognition of gain to such Contributor and such Contributor’s respective Unit Recipient pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the "Code")amended. The rights of holders each Unit Recipient as a holder of the Units as of the Closing will be are set forth in the First Amended and Restated Agreement of Limited Partnership of Kite Realty GroupThe GC Net Lease REIT Operating Partnership, L.P. (the "“Partnership Agreement"”), subject to the provisions of this Agreement. Each Contributor acknowledges and agrees that, with With respect to the Interest in each Entity the World Kitchen Property owned by such each Contributor as listed on Exhibit A hereto, each such Contributor and such Contributor’s respective Unit Recipient acknowledge and agree that receipt by such Contributor’s respective Unit Recipient of the Units in exchange for such Interest shall constitute receipt of the fair value (which aggregate value for all of the Interests has been determined by the parties to be $8,130,440, the “Agreed Value”) in exchange for such Contributor's interest ’s Interest in such Entity the World Kitchen Property as of the Closing Date based on such Contributor's right to share in distributions from such Entity for purposes Date, and the ratable portion of Indiana Business Flexibility Act Section 23-18-5-5 and Section 23-18-5-5.1the Agreed Value, as and listed next to each Unit Recipient’s name on Exhibit B hereto, deemed contributed to the extent applicableOP Sub by each Contributor will be recorded on the Operating Partnership’s books and records.
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Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit A as being owned by a Contributor and for the Assumed Liabilities attributable to such ContributorContributors, Kite Realty the Operating Partnership shall transfer to each Contributor, and upon execution and delivery of the Limited Partner Acceptance Partnership Agreement (as defined below) by such Contributor, such Contributor shall receive, at the Closing, a number of Class A units of limited partnership interest in Kite Realty the Operating Partnership ("“Units"”) (rounded to the nearest whole Unit) equal to (xi) the applicable "Contributor Exchange Amount" set forth percentage listed opposite Contributor’s name on Exhibit B A hereto divided by times (yii) the public offering price for common shares of beneficial interest of the REIT ("REIT Common Shares") as set forth in the REIT's final prospectus relating to the Kite IPO (the "Final Prospectus")1,150,000 Units, in a transaction intended to qualify for nonrecognition non-recognition of gain to such Contributor pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the "“Code"”). The rights of holders a holder of the Units as of the Closing will be set forth in the First Amended and Restated Agreement of Limited Partnership of Kite Realty GroupThe GC Net Lease REIT Operating Partnership, L.P. (the "“Partnership Agreement"”). Each Contributor acknowledges and agrees that, with respect to the Interest in each Entity Plainfield Partners owned by such Contributor as listed on Exhibit A hereto, receipt of the Units in exchange for such Interest shall constitute receipt of the fair value (which aggregate value for all of the Interests has been determined by the parties to be $11,500,000, the “Agreed Value”) in exchange for such Contributor's interest ’s Interest in such Entity Plainfield Partners as of the Closing Date based Date, and the Agreed Value deemed contributed to the Operating Partnership by each Contributor, which Agreed Value will be recorded on the Operating Partnership’s books and records, shall be equal to the applicable percentage listed opposite such Contributor's right to share in distributions from such Entity for purposes of Indiana Business Flexibility Act Section 23-18-5-5 and Section 23-18-5-5.1, as and to ’s name on Exhibit A hereto times the extent applicableAgreed Value.
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Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit A B as being owned by a Contributor and for the Assumed Liabilities attributable to such ContributorContributors, Kite Realty the Operating Partnership shall transfer to each Contributor, and upon execution and delivery of the Limited Partner Acceptance Partnership Agreement (as defined below) by such Contributor, such Contributor shall receive, at the Closing, a number of Class A units of limited partnership interest in Kite Realty the Operating Partnership ("“Units"”) (rounded to the nearest whole Unit) equal to (xi) the applicable "Contributor Exchange Amount" set forth percentage listed opposite Contributor’s name on Exhibit B hereto divided by times (yii) the public offering price for common shares of beneficial interest of the REIT ("REIT Common Shares") as set forth in the REIT's final prospectus relating to the Kite IPO (the "Final Prospectus")315,217 Units, in a transaction intended to qualify for nonrecognition non-recognition of gain to such Contributor pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the "“Code"”). The rights of holders a holder of the Units as of the Closing will be set forth in the First Amended and Restated Agreement of Limited Partnership of Kite Realty GroupThe GC Net Lease REIT Operating Partnership, L.P. (the "“Partnership Agreement"”). Each Contributor acknowledges and agrees that, with respect to the Interest in each Entity Emporia Partners owned by such Contributor as listed on Exhibit A B hereto, receipt of the Units in exchange for such Interest shall constitute receipt of the fair value (which aggregate value for all of the Interests has been determined by the parties to be $3,152,174, the “Agreed Value”) in exchange for such Contributor's interest ’s Interest in such Entity Emporia Partners as of the Closing Date based Date, and the Agreed Value deemed contributed to the Operating Partnership by each Contributor, which Agreed Value will be recorded on the Operating Partnership’s books and records, shall be equal to the applicable percentage listed opposite such Contributor's right to share in distributions from such Entity for purposes of Indiana Business Flexibility Act Section 23-18-5-5 and Section 23-18-5-5.1, as and to ’s name on Exhibit B hereto times the extent applicableAgreed Value.
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