Common use of Adjusted Consideration Clause in Contracts

Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Participating Entity Interests, if the Operating Partnership determines in good faith that the ownership of such interest or the underlying Property would be inappropriate for the Operating Partnership for any reason whatsoever, including, without limitation, that the ownership of such interest or the underlying Property could jeopardize the Company’s status as a REIT. The risk of loss relating to the Participating Entity Interests and the underlying Properties contributed hereunder prior to Closing shall be borne by Contributor. If, prior to the Closing, any Property is partially or totally destroyed or damaged by fire or other casualty, or it is taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option, determine not to acquire a particular Property, including Contributor’s interest in the Participating Entity that directly or indirectly owns such Property, that has been partially or totally destroyed, taken or damaged. Under such circumstances, Contributor acknowledges that the Total Contributor Consideration will likely be correspondingly reduced. After the occurrence of any such casualty or condemnation affecting a Property, the Operating Partnership may also, at its option, elect to (a) acquire Contributor’s interest in any such Participating Entity that directly or indirectly owns the affected Property, (b) direct Contributor to pay or cause to be paid to the Operating Partnership any sums collected under any policies of insurance relating to such casualty or condemnation and otherwise assign to the Operating Partnership all rights to collect such sums as may then be uncollected and (c) adjust or settle any insurance claim or condemnation proceeding.

Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Participating Entity Partnership Interests, if in good faith the Operating Partnership determines in good faith that the ownership of such interest or the underlying Property would be inappropriate for the Operating Partnership for any reason whatsoeverPartnership. Each Contributor hereby agrees that, includingin such event, without limitation, that the ownership of such interest or the underlying Property could jeopardize the Company’s status Contributor's Total Consideration as a REIT. indicated on Exhibit A may be reduced by an amount determined in accordance with Exhibit A. The risk of loss relating to the Participating Entity each Contributor's Partnership Interests and the underlying Properties contributed hereunder prior to Closing shall be borne by such Contributor. If, prior to the Closing, any Property is partially or totally destroyed or damaged by fire or other casualty, or it is taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option, determine not to acquire a the particular Property, including Contributor’s interest in the Participating Entity Partnership that directly or indirectly owns such Property, the Property that has been partially or totally destroyed, taken damaged or damaged. Under such circumstances, Contributor acknowledges that the Total Contributor Consideration will likely be correspondingly reducedtaken. After the occurrence of any such casualty or condemnation affecting a Property, the Operating Partnership may also, at its option, elect to (a) acquire each Contributor’s 's particular interest in any such Participating Entity Partnership that directly or indirectly owns the affected Property, (b) direct each Contributor to pay or cause to be paid to the Operating Partnership any sums collected under any policies of insurance or award proceeds relating to such casualty or condemnation and otherwise assign to the Operating Partnership all rights to collect such sums as may then be uncollected and uncollected, and/or (c) adjust or settle any insurance claim or condemnation proceeding. Under such circumstances, such Contributor's Total Consideration shall be reduced by its pro rata share of the amount of any deductibles under the applicable insurance policies or award. Insurance on the transferred Partnership Interests shall be assigned to the Operating Partnership at the Closing.

Adjusted Consideration. The Operating Partnership Company reserves the right not to acquire any particular interest that constitutes part of the Participating Entity Interests, if the Operating Partnership Company determines in good faith that the ownership of such interest or the underlying Property would be inappropriate for the Operating Partnership Company for any reason whatsoever, including, without limitation, that the ownership of such interest or the underlying Property could jeopardize the Company’s status as a REIT. The risk of loss relating to the Participating Entity Interests and the underlying Properties contributed hereunder prior to Closing shall be borne by Contributor. If, prior to the Closing, any Property is partially or totally destroyed or damaged by fire or other casualty, or it is taken by eminent domain or through condemnation proceedings, then the Operating Partnership Company may, at its option, determine not to acquire a particular Property, including Contributor’s interest in the Participating Entity that directly or indirectly owns such Property, that has been partially or totally destroyed, taken or damaged. Under such circumstances, Contributor acknowledges that the Total Contributor Consideration will likely be correspondingly reduced. After the occurrence of any such casualty or condemnation affecting a Property, the Operating Partnership Company may also, at its option, elect to (a) acquire Contributor’s interest in any such Participating Entity that directly or indirectly owns the affected Property, (b) direct Contributor to pay or cause to be paid to the Operating Partnership Company any sums collected under any policies of insurance relating to such casualty or condemnation and otherwise assign to the Operating Partnership Company all rights to collect such sums as may then be uncollected and (c) adjust or settle any insurance claim or condemnation proceeding.

Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Participating Entity Partnership Interests, if in good faith the Operating Partnership determines in good faith that the ownership of such interest or the underlying Property would be inappropriate for the Operating Partnership for any reason whatsoeverPartnership. Contributor acknowledges that, includingin such event, without limitation, that Contributor's Total Consideration as calculated based on the ownership of such interest or the underlying Property could jeopardize the Company’s status as a REITformula on Exhibit A may be adversely affected. The risk of loss relating to the Participating Entity Contributor's Partnership Interests and the underlying Properties contributed hereunder prior to Closing shall be borne by Contributor. If, prior to the Closing, any Property is partially or totally destroyed or damaged by fire or other casualty, or it is taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option, determine not to acquire a the particular Property, including Contributor’s interest in the Participating Entity Partnership that directly or indirectly owns such Property, the Property that has been partially or totally destroyed, taken destroyed or damaged. Under such circumstances, Contributor acknowledges that the Total Contributor Consideration will likely be correspondingly reduced. After the occurrence of any such casualty or condemnation affecting a Property, the Operating Partnership may also, at its option, elect to (a) acquire the Contributor’s 's particular interest in any such Participating Entity Partnership that directly or indirectly owns the affected Property, (b) direct Contributor to pay or cause to be paid to the Operating Partnership any sums collected under any policies of insurance relating to such casualty or condemnation and otherwise assign to the Operating Partnership all rights to collect such sums as may then be uncollected uncollected, and (c) adjust or settle any insurance claim or condemnation proceedingclaim. Under such circumstances, the Contributor acknowledges that the Total Consideration will likely be adversely affected based on the formula set forth on Exhibit A. Insurance on the transferred Partnership Interests shall be assigned to the Operating Partnership at the Closing.

Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Participating Entity Interests, if the Operating Partnership determines in good faith that the ownership of such interest or the underlying Property would be inappropriate for the Operating Partnership for any reason whatsoever, including, without limitation, that the ownership of such interest or the underlying Property could jeopardize the Company’s 's status as a REIT. The risk of loss relating to the Participating Entity Interests and the underlying Properties contributed hereunder prior to Closing shall be borne by Contributor. If, prior to the Closing, any Property is partially or totally destroyed or materially damaged by fire or other casualty, or it is taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option, determine not to acquire a particular Property, including Contributor’s 's interest in the Participating Entity that directly or indirectly owns such Property, that has been partially or totally destroyed, taken destroyed or damaged. Under such circumstances, Contributor acknowledges that the Total Contributor Consideration will likely be correspondingly reduced. After the occurrence of any such casualty or condemnation affecting a Property, the Operating Partnership may also, at its option, elect to (a) acquire Contributor’s 's interest in any such Participating Entity that directly or indirectly owns the affected Property, (b) direct Contributor to pay or cause to be paid to the Operating Partnership any sums collected under any policies of insurance relating to such casualty or condemnation and otherwise assign to the Operating Partnership all rights to collect such sums as may then be uncollected and (c) adjust or settle any insurance claim or condemnation proceedingclaim.

Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Participating Entity InterestsPartnership Interest, if in good faith the Operating Partnership determines in good faith that the ownership of such interest or the underlying Property would be inappropriate for the Operating Partnership. The parties hereby agree that, in such event, the Contributor will not receive the Total Consideration, and the contribution of the Partnership for any reason whatsoever, including, without limitation, that the ownership Interest set forth in Section 1.1 shall be null and void and of such interest or the underlying Property could jeopardize the Company’s status as a REITno further effect. The risk of loss relating to the Participating Entity Interests Contributor’s Partnership Interest and the underlying Properties contributed hereunder Property prior to Closing shall be borne by the Contributor. If, prior to the Closing, any Property is partially or totally destroyed or damaged by fire or other casualty, or it is taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option, determine not to acquire a the particular Property, including Contributor’s interest in the Participating Entity Partnership that directly or indirectly owns such Property, the Property that has been partially or totally destroyed, taken damaged or damaged. Under such circumstances, Contributor acknowledges that the Total Contributor Consideration will likely be correspondingly reducedtaken. After the occurrence of any such casualty or condemnation affecting a Property, the Operating Partnership may also, at its option, elect to (a) acquire the Contributor’s particular interest in any such Participating Entity the Partnership that directly or indirectly owns the affected Property, (b) direct the Contributor to pay or cause to be paid to the Operating Partnership any sums collected by the Contributor, if any, under any policies of insurance insurance, if any, or award proceeds relating to such casualty or condemnation condemnation, if any, and otherwise assign to the Operating Partnership all rights of the Contributor to collect such sums as may then be uncollected and uncollected, and/or (c) to the extent available to the Contributor, adjust or settle any insurance claim or condemnation proceeding. Under such circumstances, the Contributor’s Total Consideration shall be reduced by its pro rata share of the amount of any deductibles under the applicable insurance policies or award (based on its ownership interest in the underlying asset) to the extent such deductible is paid by the Operating Partnership. Insurance on the transferred Partnership Interest shall be assigned to the Operating Partnership at the Closing.

Adjusted Consideration. The Operating Partnership reserves the right not to acquire any particular interest that constitutes part of the Participating Entity Partnership Interests, if in good faith the Operating Partnership determines in good faith that the ownership of such interest or the underlying Property would be inappropriate for the Operating Partnership. The Contributor hereby agrees that, in such event, the Contributor’s Total Consideration as indicated on Exhibit D may be reduced by a number of Partnership for any reason whatsoever, including, without limitation, that the ownership of Units set forth on Exhibit D with respect to such interest or the underlying Property could jeopardize the Company’s status as a REITProperty. The risk of loss relating to the Participating Entity Contributor’s Partnership Interests and the underlying Properties contributed hereunder prior to the Closing shall be borne by the Contributor. If, prior to the Closing, any Property is partially or totally destroyed or damaged by fire or other casualty, or it is taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option, determine not to acquire a the particular Property, including Contributor’s interest in the Participating Entity Partnership that directly or indirectly owns such Property, the Property that has been partially or totally destroyed, taken damaged or damaged. Under such circumstances, Contributor acknowledges that the Total Contributor Consideration will likely be correspondingly reducedtaken. After the occurrence of any such casualty or condemnation affecting a Property, the Operating Partnership may also, at its option, elect to (a) acquire the Contributor’s particular interest in any such Participating Entity Partnership that directly or indirectly owns the affected Property, (b) direct the Contributor to pay or cause to be paid to the Operating Partnership any sums collected by the Contributor, if any, under any policies of insurance insurance, if any, or award proceeds relating to such casualty or condemnation condemnation, if any and otherwise assign to the Operating Partnership all rights of the Contributor to collect such sums as may then be uncollected and uncollected, and/or (c) to the extent available to the Contributor, adjust or settle any insurance claim or condemnation proceeding. Under such circumstances, the Contributor’s Total Consideration shall be reduced by its pro rata share of the amount of any deductibles under the applicable insurance policies or award (based on its ownership interest in the underlying asset). Insurance on the transferred Partnership Interests shall be assigned to the Operating Partnership at the Closing.