Common use of Contribution Consideration Clause in Contracts

Contribution Consideration. The consideration to be paid to Contributor by the Acquiror for the Project (the “Contribution Consideration”) shall have an aggregate value of Eighteen Million and No/100 Dollars ($18,000,000.00), consisting of: (i) the assumption by Subsidiary of the Assumed Indebtedness under the First Mortgage Loan Documents (as defined Section 4.1); and (ii) that number of LP Units (as defined below) having an aggregate value, calculated as provided in Section 2.3.3 below, equal to (the “Total LP Unit Amount”): (A) the Contribution Consideration minus (B) the total amount of the Assumed Indebtedness (as defined in Section 11.1.18), subject to the next succeeding sentence; minus (C) any prorations described in Section 12 (“Prorations”) and credited, as of the Closing Date (as defined below) to Acquiror or Subsidiary, as applicable; plus (E) any Prorations credited, as of the Closing Date, to Contributor; minus (F) any other adjustments described in this Agreement (“Adjustments”) occurring on or prior to the Closing Date in favor of Acquiror or Subsidiary, as applicable; and plus (G) any Adjustments occurring on or prior to the Closing Date in favor of the Contributor, including without limitation, cash to reimburse Contributor for certain closing and financing costs as reflected on the final approved closing statement for the transaction. If the above-described calculation of Contribution Consideration would result in a fractional number of LP Units to be delivered to Contributor, the Acquiror shall round that fraction down to the nearest whole number of LP Units. The Project is to be contributed to the Acquiror and conveyed to Subsidiary subject to the Assumed Indebtedness, which will be assumed by the Subsidiary simultaneously with the occurrence of the Closing. Provided that all conditions precedent to Acquiror’s or Subsidiary’s, as applicable obligations to close as set forth in this Agreement (collectively, “Acquiror’s Conditions Precedent”) have been satisfied and fulfilled, or waived in writing by Acquiror or Subsidiary, as applicable, the Contribution Consideration shall be given and paid to Contributor at Closing pursuant to Section 2.3 below.