Common use of Consideration Amount Clause in Contracts

Consideration Amount. The total consideration (the “Consideration”) for which 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 Contributor, subject to the terms of this Agreement, at Closing shall be the amount set forth on Exhibit A as “Total Consideration.” The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). Any decrease or 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)(2). Contributor shall be 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 date of Closing. 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 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 as “Total Consideration” less (y) the amount assumed pursuant to Section 1.2(a)(1), (b) divided by the IPO Price.

Consideration Amount. The total consideration (the “Consideration”) for which 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 Contributor, subject to the terms of this Agreement, at Closing shall be the amount set forth on Exhibit A B as “Total Consideration.” The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). Any increase or decrease or 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)(2). Contributor shall be 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 date of Closing. 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 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 as “Total Consideration” less (y) the amount assumed pursuant to Section 1.2(a)(1)”, (b) divided by the IPO Price.