Common use of Consideration for Conveyance Clause in Contracts

Consideration for Conveyance. Section 3.1 Subject to the terms, conditions and provisions herein contained, Company agrees to pay and assign to Contributor, and Contributor agrees to accept, as consideration for the contribution of the Property to the Company, (a) the sum of Eighty-Six Million Six Hundred Eighty-Five Thousand and No/100 Dollars ($86,685,000) (the "Purchase Price"), which shall be due and payable at Closing as follows: (a) The sum of Seventy-Six Million Seven Hundred Three and No/100 Dollars ($76,703,000) shall be due and payable in cash or immediately available funds at Closing (the "Cash Payment"); (b) Company shall assume the outstanding principal balances (collectively, the "Assumed Loan Balance") as of the Closing Date (not to exceed the amount of the original principal balances) of, but no accrued and unpaid interest, fees or other charges as of the Closing Date under or relating to, (i) that one certain loan (the "Plaza Assumed Loan") in the original principal amount of $6,000,000.00 from Washington Mortgage Financial Group, Inc. ("Lender") to Oasis Residential, Inc. (predecessor to Contributor) ("Oasis"), such Loan being secured in part by liens on the portion of the Property identified on Exhibit "A" as the Plaza Property and being evidenced in part by a promissory note from Oasis to Lender in the original principal amount of $6,000,000.00 and dated August 11, 1994 (together with any and all other documents securing, evidencing or pertaining to the Plaza Assumed Loan, the "Plaza Assumed Loan Documents"), the outstanding balance of which on the Closing Date is estimated to be $6,000,000.00 and (ii) that one certain loan (the "Landing Assumed Loan") in the original principal amount of $4,095,000.00, from Lender to Oasis, such Loan being secured in part by liens on that portion of the Property identified on "Exhibit A" as the Landing Property and being evidenced in part by a promissory note from Oasis to Lender in the original principal amount of $4,095,000.00 and dated October 22, 1993 (together with any and all other documents securing, evidencing or pertaining to the Landing Assumed Loan, the "Landing Assumed Loan Documents"), the outstanding balance of which on the Closing Date is estimated to be $3,982,000. The Plaza Assumed Loan and the Landing Assumed Loan are hereinafter collectively called the "Assumed Loan" and the Plaza Assumed Loan Documents and the Landing Assumed Loan Documents are hereinafter referred to as the "Assumed Loan Documents". If at Closing the outstanding amounts due under the Assumed Loan has been reduced from the estimated amounts set forth above, the Purchase Price shall not be reduced, but to the extent (if any) that the cash amounts due under the Related Agreements is not incurred correspondingly, the Cash Payment will be increased by the amount of such reduction. (c) Company shall issue to Contributor all of the limited liability company interests in the Company. Section 3.2 At Closing, Company shall assume and agree to pay the Assumed Loan Balance of the Assumed Loan. At Closing, Contributor and Company shall execute and deliver all such documents and instruments (the "Loan Assumption Documents") required by Lender to evidence such assumption in form reasonably satisfactory to Lender and Company. Company shall not be responsible for the payment at Closing of any assumption or transfer fees or any other transaction costs incurred in connection with assumption of the Assumed Loan Balance. Section 3.3 As consideration for the conveyance of the Trade Names, Company shall pay to the Contributor, and Contributor agrees to accept, the sum of TEN AND NO/100 DOLLARS ($10.00) in cash at Closing. It is expressly agreed that such sum represents that portion of the Purchase Price that is attributable to or paid for the Trade Names.

Consideration for Conveyance. Section 3.1 Subject to the terms, conditions and provisions herein contained, Company Purchaser agrees to pay and assign to ContributorSeller, and Contributor Seller agrees to accept, as consideration for the contribution conveyance and sale of the Property to the CompanyPurchaser, (a) the sum of Eighty-Six Million Six Hundred Eighty-Five Thousand and No/100 Dollars ($86,685,000) 96,906,000 (the "Purchase Price"), which shall be due and payable at Closing as follows: (a) The sum of Seventy-Six Million Seven Hundred Three One Thousand and No/100 Dollars ($76,703,0001,000.00) shall be due and payable in cash or immediately available funds at Closing (the "Cash Payment"); (b) Company Purchaser shall assume the outstanding principal balances balance (collectively, the "Assumed Loan Balance") as of the Closing Date (not to exceed the amount of the original principal balancesbalance) of, but no accrued and unpaid interest, fees or other charges as of the Closing Date under or relating to, (i) that one certain loan (the "Plaza Assumed Loan") in the original principal amount of $6,000,000.00 98,716,057.00 from Washington Mortgage Financial GroupCamden Subsidiary II, Inc. (successor by merger to Oasis Residential, Inc. and k/n/a Camden Subsidiary, Inc.) ("Lender") to Oasis Residential, Inc. (predecessor to Contributor) ("Oasis")Seller, such Loan being secured in part by liens on the portion of the Property identified on Exhibit "A" as the Plaza Property and being evidenced in part by a promissory note from Oasis Seller to Lender in the original principal amount of $6,000,000.00 98,716,057.00 and dated August 11April 6, 1994 1998 (together with any and all other documents securing, evidencing or pertaining to the Plaza Assumed Loan, the "Plaza Assumed Loan Documents"), the outstanding balance of which on the Closing Date is estimated to be $6,000,000.00 and (ii) that one certain loan (the "Landing Assumed Loan") in the original principal amount of $4,095,000.00, from Lender to Oasis, such Loan being secured in part by liens on that portion of the Property identified on "Exhibit A" as the Landing Property and being evidenced in part by a promissory note from Oasis to Lender in the original principal amount of $4,095,000.00 and dated October 22, 1993 (together with any and all other documents securing, evidencing or pertaining to the Landing Assumed Loan, the "Landing Assumed Loan Documents"), the outstanding balance of which on the Closing Date is estimated to be $3,982,000. The Plaza Assumed Loan and the Landing Assumed Loan are hereinafter collectively called the "Assumed Loan" and the Plaza Assumed Loan Documents and the Landing Assumed Loan Documents are hereinafter referred to as the "Assumed Loan Documents"). The Purchase Price was determined based upon the expectation that at Closing the outstanding balance due under the Assumed Loan will be $96,905,000. If at Closing the outstanding amounts due under principal amount of the Assumed Loan has been reduced from the estimated amounts set forth abovefurther reduced, the Purchase Price shall not be reduced, but to the extent (if any) that the cash amounts due aggregate of the Cash Payments made under the Related Agreements is not incurred correspondinglyincreased, the Cash Payment will shall be increased by the amount of such principal reduction. (c) Company shall issue to Contributor all of the limited liability company interests in the Company. Section 3.2 At Closing, Company Purchaser shall assume and agree to pay the Assumed Loan Balance of the Assumed Loan. At Closing, Contributor Seller and Company Purchaser shall execute and deliver all such documents and instruments (the "Loan Assumption Documents") required by Lender to evidence such assumption in form reasonably satisfactory to Lender and CompanyPurchaser. Company Purchaser shall not be responsible for the payment at Closing of any assumption or transfer fees or any other transaction costs incurred in connection with assumption of the Assumed Loan Balance. Section 3.3 As consideration for the conveyance of the Trade Names, Company Purchaser shall pay to the ContributorSeller, and Contributor Seller agrees to accept, the sum of TEN AND NO/100 DOLLARS ($10.00) in cash at Closing. It is expressly agreed that such sum represents that portion of the Purchase Price that is attributable to or paid for the Trade Names.