Consideration for Contribution. (a) The aggregate consideration for the contribution of the Properties is Eighty-Three Million Five Hundred Sixty-Five Thousand and No/100 Dollars ($83,565,000.00) (the “Contribution Consideration”), subject to prorations, credits and adjustments as set forth herein.
Consideration for Contribution. In exchange for the Contribution of the Assets, the Company shall issue to CNL on the Contribution Date an aggregate of Nine Million Six Hundred Thousand (9,600,000) shares of the Common Stock.
Consideration for Contribution. In ------------------------------- consideration for the Contribution, MusicCo will, concurrently with the Contribution, issue and deliver to TCI, as designee of the TCI System Owners, 125,000,000 validly issued, fully paid and nonassessable shares of MusicCo Series B Common Stock and the Company Note (as defined in the Contribution Agreement).
Consideration for Contribution. 12 2.04 [Reserved]................................................12 2.05 Deposit...................................................12
Consideration for Contribution. In consideration of the contribution of the Contributed Assets and Property Company Interests to the Partnerships by the Contributing Parties, the Partnerships shall cause to be delivered to the Contributing Parties at Closing the following items of value having an agreed upon aggregate value equal to Three Hundred Twelve Million Three Hundred Eighty Thousand Dollars ($312,380,000), (the "CONTRIBUTION AMOUNT"), subject to adjustment as provided in this Agreement:
Consideration for Contribution. In consideration for the Contribution, the Partnership shall issue to each Contributor, or to such partners and beneficial owners of the Contributor as the Contributor shall designate in writing (the "Designees"), the number of Units in consideration for each Property as set forth on Schedule 1.3(a) hereto. The number of Units to be issued in consideration for each Property (the "Contribution Value") shall be the quotient of the Contribution Amount for such Property (as defined hereafter) minus the Mortgage Debt (as defined hereafter) encumbering such Property divided by the Market Price (as defined hereafter). The parties agree that, as of the date hereof and as of the Closing Date, each Initial Unit has a fair market value equal to the initial price to the public of the Initial Shares at the time and date the Registration Statement is declared effective by the Commission (the "Market Price"). The Contributors represent and warrant that each Property is subject to mortgage indebtedness set forth opposite the description of such Property on Schedule 1.3(b) of this Agreement, which mortgage indebtedness shall be the principal balance of, plus the accrued interest on, the mortgages encumbering such Property at the Closing Date (the "Mortgage Debt"). For purposes of this Agreement, "Contribution Amount" means the acquisition cost of any Property, as stated on Schedule 1.3(a) plus the amount of the Closing Costs (as defined in Section 7.5.1), which total shall be used to calculate the number of Units to be issued to the Contributors at the Closing in exchange for their contribution of such Property to the Partnership.
Consideration for Contribution. The initial distribution payable with respect to the Units shall be made on the date on which the REIT pays the dividend to the holders of its common stock that relates to the earnings for the calendar quarter in which the Units were issued and shall be pro- rated such that the Contributing Partners receiving Units shall receive a pro-rata distribution for the period from the date on which the Units were issued to and including the last day of the calendar quarter in which the Units were issued. At the election of any Contributing Partner, to be given by Contributing Partners to Home Properties on or before the end of the Due Diligence Period, Home Properties shall execute such documents and take such actions as are reasonably required by such Contributing Partner, all such actions to be at no cost or expense to Home Properties, as shall permit such Contributing Partner to recast the transaction contemplated under this agreement as a tax free exchange under Section 1031 of the Internal Revenue Code of an interest in the RGII Real Property in whole or in part."
Consideration for Contribution. In consideration of the contribution by Contributing Partners to Home Properties of the RGII Interests, Home Properties agrees to transfer to Contributing Partners Units (the "Closing Units") having, in the aggregate, a Market Value (as hereinafter defined) as of the Closing Date (hereinafter defined) equal to $11,330,910 less the principal balance of the mortgage (the "First Union Mortgage") encumbering the RGII Real Property on the Closing Date (the "Net Real Property Value"). Notwithstanding the above, each of the Contributing Partners may elect, upon written notice to Home Properties given by the electing Contributing Partner on or before the end of the Due Diligence Period (hereinafter defined), to receive cash up to his or her percentage interest in RGII multiplied by the Net Real Property Value. Contributing Partners represent that (i) attached hereto as Exhibit B are true and complete copies of the First Union Mortgage and the promissory note secured thereby, and
Consideration for Contribution. In consideration for the ------------------------------ contribution of the Assets to the Operating Partnership and for the contribution of the Service Assets to Stellar Service, the Operating Partnership hereby (a) issues, grants, contributes, bargains, sells, conveys, transfers, sets over and delivers to the Star Gas Companies limited partner interests in the Operating Partnership (the "Limited Partner Interest") which interests, collectively, shall be contributed, transferred, conveyed, assigned and delivered by the Star Gas Companies to the Master Partnership as provided in Article III of this Agreement, and which, together with the limited partner interest previously held by the Master Partnership and the limited partner interest being contributed to the Master Partnership by the General Partner pursuant to this Agreement will represent a 98.9899% limited partner interest in the Operating Partnership, and (b) assumes substantially all of the liabilities of the Star Gas Companies other than Excluded Liabilities, as more particularly provided in Article IV.
Consideration for Contribution. In consideration for the contribution of the Assets to the Operating Partnership, the Operating Partnership hereby (a) increases the Company’s 1% general partner interest in the Operating Partnership to a general partner interest in the Operating Partnership which, after giving effect to the withdrawal of LPL Investments as the organizational limited partner of the Operating Partnership as provided in Section 4.2 of the Operating Partnership Agreement, will represent a 1.0101% general partner interest in the Operating Partnership, (b) issues, grants, contributes, bargains, sells, conveys, transfers, sets over and delivers to the Company a limited partner interest in the Operating Partnership (the “Limited Partner Interest”) which, after giving effect to the withdrawal of LPL Investments as the organizational limited partner of the Operating Partnership as provided in Section 4.2 of the Operating Partnership Agreement, will represent a 98.9899% limited partner interest in the Operating Partnership and (c) agrees to make a distribution, pursuant to the terms of the Operating Partnership Agreement, to the Company, in its capacity as the general partner of the Operating Partnership, of $310 million in cash.
