Common use of Consideration Amount Clause in Contracts

Consideration Amount. The total consideration (the “Consideration”) for which Contributors agree to contribute, transfer and assign the Contributed Interests to the Operating Partnership, and for which the Operating Partnership agrees to pay, issue or deliver to Contributors, subject to the terms of this Agreement, at Closing (as defined herein) shall be the amount set forth on Exhibit A as “Total Consideration” and the amount set forth next to each Contributor’s name on Exhibit A shall be the “Total Allocable Consideration” for each Contributor. The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). Any decrease to the amount of the Consideration will be deducted first from the cash portion of the Consideration, if any, and the balance will be deducted from the OP Units. Any increase in the Consideration as a result of the Prorations will be paid in cash. In addition to the Consideration set forth on Exhibit A hereto, Contributors shall be entitled to receive in cash, at Closing or shortly thereafter, Contributors’ pro rata share (based on Contributors’ direct or indirect ownership interest in each Property Entity) of any tenant improvement, leasing commission and replacement reserves held by lenders with respect to each Property in which Contributors own an interest. The amount of Consideration will be further adjusted by an aggregate amount equal to the Contributors’ ownership percentage in each Property Entity as set forth in Exhibit A multiplied by the positive difference, if any, between (a) the sum of the outstanding debt balances with respect to each of the loans secured by the Properties described in Exhibit A as of November 1, 2012, less (b) the sum of the outstanding debt balances of such loans at the time of Closing. Any additional amount of Consideration determined in accordance with the preceding sentence will be payable entirely in the form of OP Units.

Consideration Amount. The total consideration (the “Consideration”) for which Contributors agree Contributor agrees to contribute, transfer and assign the Contributed Interests to the Operating Partnership, and for which the Operating Partnership agrees to pay, issue or deliver to ContributorsContributor, subject to the terms of this Agreement, at Closing (as defined herein) shall be the amount set forth on Exhibit A as “Total Consideration.” and the amount set forth next to each Contributor’s name on Exhibit A shall be the “Total Allocable Consideration” for each Contributor. The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). Any decrease to in the amount Consideration as a result of the Consideration Prorations will be deducted first from the cash portion of the Consideration, if any, and the balance will be deducted from the OP UnitsUnits (as defined below). Any increase in the Consideration as a result of the Prorations will adjust the Consideration payable hereunder in the form of OP Units pursuant to Section 1.2(a)(3). Contributor shall be paid credited with Contributor’s share of any cash held by or for the benefit of any Contributed Entity or in respect of any Contributed Interest as of the Closing Date. Contributor shall be responsible for all one time tenant improvement costs, tenant allowances, broker’s fees and commissions and all other costs and expenses associated with existing leases of the Property; provided, however, that the Operating Partnership shall be responsible for all tenant improvement costs, tenant allowances, broker’s fees and commissions and other one-time costs and expenses associated with new leases of the Property entered into after the date of this Agreement with the consent of the Operating Partnership. (1) The Operating Partnership shall take each Contributed Interest and Contributed Entity subject to existing indebtedness, and the Contributor shall receive a credit against the Consideration in an amount equal to the principal balance of the existing indebtedness, plus all accrued interest to the Closing Date plus any prepayment premium and any other charges incurred by the Operating Partnership and required by the lender in connection with the transactions contemplated by this Agreement. In addition, the Operating Partnership shall be charged with, and the Contributor shall be credited for, the amount of the sums being held in escrow by the lender and being assigned and transferred to or otherwise acquired by the Operating Partnership. (2) The Operating Partnership shall pay Contributor an additional portion of the Total Consideration in the aggregate amount of $_____________ (the “Cash Consideration”) representing a portion of the preformation capital expenditures that have been made with respect to each Property during the two-year period ending on the Contribution Settlement, in cash. In addition The cash amount that is to be paid pursuant to this Section 1.2(a)(2) shall be decreased but not below zero on account of prorations or other adjustments pursuant to Article VI. (3) The remainder of the Consideration shall be the issuance to Contributor of a number of common units of limited partnership interests of the Operating Partnership (“OP Units”) equal to (a) (x) the amount set forth on Exhibit A hereto, Contributors shall be entitled to receive in cash, at Closing or shortly thereafter, Contributors’ pro rata share as “Total Consideration” less (based on Contributors’ direct or indirect ownership interest in each Property Entity) of any tenant improvement, leasing commission and replacement reserves held by lenders with respect to each Property in which Contributors own an interest. The amount of Consideration will be further adjusted by an aggregate amount equal to the Contributors’ ownership percentage in each Property Entity as set forth in Exhibit A multiplied by the positive difference, if any, between (ay) the sum of amount assumed pursuant to Section 1.2(a)(1) less (z) the outstanding debt balances with respect to each of the loans secured by the Properties described in Exhibit A as of November 1Cash Consideration, 2012, less (b) divided by the sum of the outstanding debt balances of such loans at the time of Closing. Any additional amount of Consideration determined in accordance with the preceding sentence will be payable entirely in the form of OP UnitsIPO Price.

Consideration Amount. The total consideration (the “Consideration”) for which Contributors agree Contributor agrees to contribute, transfer and assign the Contributed Interests to the Operating Partnership, and for which the Operating Partnership agrees to pay, issue or deliver to ContributorsContributor, subject to the terms of this Agreement, at Closing (as defined herein) shall be the amount set forth on Exhibit A as “Total Consideration” and the amount set forth next to each Contributor’s name on Exhibit A shall be the “Total Allocable Consideration” for each Contributor”. The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). Any decrease to the amount of the Consideration will be deducted first from the cash portion of the Consideration, if any, and the balance will be deducted from the OP Units. Any increase in the Consideration as a result of the Prorations will be paid in cash. In addition to the Consideration set forth on Exhibit A heretohereto but subject to the Prorations, Contributors Contributor shall be entitled to receive in cashreceive, at Closing or shortly thereafter, Contributors’ Contributor’s pro rata share (based on Contributors’ Contributor’s direct or indirect ownership interest in each Property Entity) of any cash balances, reserves or escrows held by or on behalf of a Property Entity or by its lender, including those relating to real estate taxes, future improvement, insurance, mortgage insurance, operating reserves, owner reserves, tenant improvement, leasing commission and replacement reserves held by lenders with respect to each Property in which Contributors own Contributor owns an interest. The amount of Consideration will be further adjusted by an aggregate amount equal to the Contributors’ Contributor’s ownership percentage in each the Property Entity as set forth in Exhibit A multiplied by the positive difference, if any, between (a) the sum of the outstanding debt balances with respect to each of the loans secured by the Properties described in Exhibit A as of November 1December 31, 2012, less (b) the sum of the outstanding debt balances of such loans at the time of Closing. Any additional adjustment to the amount of Consideration determined in accordance with the two preceding sentence sentences will be payable entirely made in the form same proportions of OP UnitsUnits and cash as the proportions of OP Units and cash set forth on Exhibit A hereto under “Consideration Election.”

Consideration Amount. The total consideration (the “Consideration”) for which Contributors agree Contributor agrees to contribute, transfer and assign the Contributed Interests to the Operating Partnership, and for which the Operating Partnership agrees to pay, issue or deliver to Contributors, subject to the terms of this Agreement, at Closing (as defined herein) shall be the amount set forth on Exhibit A as “Total Consideration” and the amount set forth next to each Contributor’s name on Exhibit A shall be the “Total Allocable Consideration” for each Contributor”. The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). Any decrease to the amount of the Consideration will be deducted first from the cash portion of the Consideration, if any, and the balance will be deducted from the OP Units. Any increase in the Consideration as a result of the Prorations will be paid in cash. In addition to the Consideration set forth on Exhibit A heretohereto but subject to the Prorations, Contributors shall be entitled to receive in cash, at Closing or shortly thereafter, Contributors’ pro rata share (based on Contributors’ direct or indirect ownership interest in each Property Entity) of any cash reserves or escrows held by a Property Entity (as defined below), including those relating to real estate taxes, insurance, mortgage insurance, operating reserves, owner reserves, tenant improvement, leasing commission and replacement reserves held by lenders with respect to each Property in which Contributors own an interest. The amount of Consideration will be further adjusted by an aggregate amount equal to the Contributors’ Contributor’s ownership percentage in each the Property Entity as set forth in Exhibit A multiplied by the positive difference, if any, between (a) the sum of the outstanding debt balances with respect to each of the loans secured by the Properties described in Exhibit A as of November 1December 31, 2012, less (b) the sum of the outstanding debt balances of such loans at the time of Closing. Any additional adjustment to the amount of Consideration determined in accordance with the two preceding sentence sentences will be payable entirely made in the form same proportions of OP UnitsUnits and cash as the proportions of OP Units and cash set forth hereto under “Consideration Election.”