Capital Contributions and Distributions. The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes.
Capital Contributions and Distributions. At each Closing, CBOP shall make a cash contribution to the Company (“CBOP Cash Contribution”) equal to eighty percent (80%) of the difference between: (i) the Agreed Value(s) of the contributed Project(s), plus or minus prorations and costs set forth in this Article 2, and (ii) the net proceeds of any Loan or Loans for the contributed Projects. At each Closing, Duke shall contribute one or more Projects to the Company as set forth herein and shall be entitled to a cash distribution (“Duke Cash Distribution”) equal to the Agreed Value(s) of such contributed Project(s), plus or minus prorations and costs set forth in this Article 2, less twenty-five (25%) of the CBOP Cash Contribution. Such cash distribution shall be paid first from the net proceeds of any Loan or Loans for the applicable Project, with any remaining cash distribution paid by the Company from the proceeds of the CBOP Cash Contribution. CBOP and Duke hereby agree that the distribution of net Loan proceeds to Duke pursuant to this paragraph shall be paid directly from the lender to Duke upon closing of the Loan. CBOP and Duke agree that the twenty percent (20%) of the distribution to Duke from net Loan proceeds shall first be considered to be a debt financed distribution out of Duke’s allocable share of the Loan pursuant to Treasury regulation 1.707-5(b)(2), and that the remainder of the distribution to Duke from net Loan proceeds or the proceeds of the CBOP Cash Contribution shall be considered to be a reimbursement of pre-formation expenditures pursuant to Treasury regulation 1.707-4(d). The estimated CBOP Cash Contributions and Duke Cash Distributions for each Project are contained in Exhibit L. The amounts set forth in Exhibit L shall be subject to being increased or decreased as set forth herein, and shall be adjusted for prorations and costs as set as set forth in this Article 2 and the amount of net Loan proceeds for each Project.
Capital Contributions and Distributions. During the Interim Period, the Sellers and Purchaser agree to cause the Company not to (a) declare or pay any dividends or other distributions in respect of any membership interests in the Company, except that at least one (1) day prior to the Closing, the Sellers and Purchaser shall cause the Company to declare and pay a pro rata cash distribution to its members of seventy-five million U.S. dollars ($75,000,000) in the aggregate; and (b) request any capital contributions from any members of the Company.
Capital Contributions and Distributions. In accordance with the provisions of this Agreement and the Operating Agreement, at Closing (i) Duke will contribute the Property to the Company, (ii) Holdings will contribute cash to the Company in the amount of $11,552,000, which is equal to eighty percent (80%) of the difference between the Agreed Value and the principal amount of the Loan (the “Holdings Capital Contribution”). Twenty percent of the principal amount of the Loan in the amount of $4,400,000 shall be disbursed directly from the Lender or the title company to Duke and the Company will receive the remaining net proceeds from the Loan. Immediately thereafter, the Company will make a cash distribution to Duke in the amount of $29,152,000, as reimbursement for a portion of the capital expenditures incurred in developing the Property, so that Duke’s Initial Capital Account shall equal twenty percent (20%) of the total Initial Capital Account, and eighty percent of Holdings Initial Capital Account shall equal eighty percent (80%) of the total Initial Capital Account.
Capital Contributions and Distributions a) The funds for the Investor’s capital contributions to the Company will not originate from, nor will they be routed through, an account maintained at any VASP.
b) The Investor acknowledges and agrees that any distributions paid to it will be paid to the same account from which its capital contributions to the Company were originally remitted, unless the Managing Member expressly agrees otherwise in writing.
c) None of the Investor’s contributions or payments to the Company, to the extent that they are within the Investor’s control, shall cause any of the Company Parties to be in violation of anti-money laundering rules and regulations, including, without limitation, the AML Regulations.
Capital Contributions and Distributions
