adjustment of debt or law of any
jurisdiction, whether now in existence or hereinafter in effect, either by such
Person or by another, provided that if such proceeding is commenced by another,
such Person indicates his approval of such proceeding, consents thereto or
acquiesces therein, or such proceeding is contested by such Person and has not
been finally dismissed within 90 days.
3
1.19 Exchange Amount: means either the Cash Amount or the INREIT Shares amount,
as selected by the General Partner at its sole discretion pursuant to
Section 8.05(b) hereof.
1.20 Exchange Right: has the meaning provided in Section 8.05(a) hereof.
1.21 Exchange Partner: has the meaning provided in Section 8.05(a) hereof.
1.22 General Partner: means INREIT Real Estate Investment Trust, a North Dakota
unincorporated, but registered trust, and any Person who becomes a substitute or
additional General Partner as provided herein, and any of their successors as
General Partner.
1.23 General Partnership Interest: means a Partnership Interest held by the
General Partner that is a general partnership interest.
1.24 Indemnitee: means: (i) any Person made a party to a proceeding by reason of
its status as INREIT, as the General Partner, or a trustee, director, officer or
employee of INREIT, or the Partnership, and (ii) such other Persons (including
Affiliates of INREIT or the Partnership) as the General Partner may designate
from time to time, in its sole and absolute discretion.
1.25 Independent Trustee: means a trustee of INREIT who is not an officer,
member, affiliate or employee of INREIT Management, LLC, the advisor to INREIT.
1.26 Initial Properties: means those properties listed in Exhibit B hereto.
1.27 INREIT: means INREIT Real Estate Investment Trust, a North Dakota
unincorporated but registered business trust whose address is 1711 Gold Drive
South, Suite 100, Fargo, ND 58103.
1.28 INREIT PROPERTIES, LLLP: means a North Dakota limited liability limited
partnership, whose mailing address is 1711 Gold Drive South, Suite 100, Fargo,
ND 58103.
1.29 INREIT Expenses: means: (i) costs and expenses relating to the formation
and continuity of existence and operation of INREIT and any Subsidiaries
thereof, which subsidiaries shall for purposes hereof, be included within the
definition of INREIT; including taxes, fees and assessments associated
therewith, any and all costs, expenses or fees payable to any trustee, officer,
or employee of INREIT; (ii) costs relating to the public offering and
registration of securities by INREIT, and all statements, reports, fees and
expenses incidental thereto, including underwriting discounts and selling
commissions applicable to any such offering of securities; (iii) costs and
expenses associated with the preparation and filing of any periodic reports by
INREIT under federal, state or local laws or regulations, including filings with
the Commission; (iv) costs and expenses associated with compliance by INREIT
with laws, rules and regulations promulgated by any regulatory body, including
the Commission; and (v) all other operating or administrative costs of INREIT
incurred in the ordinary course of its business on behalf of or in connection
with the Partnership.
1.30 INREIT Share: means