Development Earn-Out Sample Clauses

Development Earn-Out. Midland Development shall have the right to receive Additional Units in the event that the performance criteria set forth below are satisfied (the "Development Earn- Out"). (a) The Development Earn-Out shall be determined as of the First and Second Calculation Dates, respectively. If the budgeted Development Cost of Qualified Development is equal to at least $25,000,000 as of either Calculation Date, then the Development Earn-Out for such Calculation Date shall be equal to $3,000,000. If the budgeted Development Cost of Qualified Development as of such Calculation Date is less than $25,000,000, then the Development Earn-Out as to such Calculation Date shall be arrived at by multiplying (i) $3,000,000 times (ii) the quotient of such Development Cost of Qualified Development divided by $25,000,000. A Development Cost must be approved by Regency's investment committee (and Regency agrees that the decisions of such investment committee, and the timing of such decisions, shall be made on a reasonable basis and in good faith and not for the purpose of defeating or minimizing the Development Earn-Out) as part of the applicable development budget in order to qualify as a budgeted Development Cost. If any Person other than the Partnership is expected to own an interest in a Qualified Development following its completion and attainment of the Minimum Leasing Criteria, the budgeted Development Cost with respect to such Qualified Development shall be included in the calculation of the Development Earn- Out only to the extent of the interest of Regency and its Affiliates in the Qualified Development. Without limiting the foregoing, if a Qualified Development is subject to OSTRS Option Rights, the Budgeted Development Cost for such Qualified Development shall be included in the calculation of the Development Earn-Out only to the extent of the then percentage interest of R&M Western Partnership in "Net Sale Proceeds" of the OTR Joint Venture (as defined in its partnership agreement) that has the right to acquire such Qualified Development. If the budgeted Development Cost of Qualified Development as of either Calculation Date exceeds $25,000,000 (the "Excess Qualified Development"), then Midland Development shall be entitled to reallocate the Excess Qualified Development to the other applicable Calculation Date and may calculate the Development Earn-Out as of such prior or subsequent Calculation Date, as applicable, including such Excess Qualified Development; provided, ...