Capital Contributions; Closing. (a) At or prior to the Effective Time, FAFCO and FAREISI shall cause each FAFCO Member to transfer to NEWCO, and each FAFCO Member shall transfer to NEWCO, free and clear of all Encumbrances, other than FAREISI Permitted Encumbrances, all of the assets (which assets will include, without limitation, cash in an amount that, when aggregated with the cash, if any, contributed by all other FAFCO Members, will not be less than $15,000,000), properties, rights, services and interests constituting its share of the FAREISI Business (other than such assets, properties, rights, services and interests set forth on Part 1 of Schedule 2.02(a) attached hereto under the name of such FAFCO Member), together with all liabilities and obligations of any nature of such FAFCO Member, whether absolute, accrued, contingent or otherwise, and whether due or to become due, arising out of or relating to such assets, properties, rights, services and interests (other than the liabilities and obligations set forth in Part 2 of Schedule 2.02(a) attached hereto under the name of such FAFCO Member) (all such assets, properties, rights, services, liabilities, obligations and interests being transferred are hereinafter collectively referred to as the "FAFCO Interests"). In consideration for such transfer, NEWCO shall in accordance with Section 2.02 of the Operating Agreement, credit the respective Capital Accounts of the FAFCO Members and issue to the FAFCO Members Membership Interests in NEWCO in an aggregate amount equal to 80% of the Membership Interests to be issued at the Effective Time.
Capital Contributions; Closing. (a) On or prior to the Closing Date, Matrix shall, and shall cause each of its Affiliates (including MAMC) to, transfer to Newco, (i) free and clear of all Encumbrances, other than Permitted Encumbrances and the Assumed Obligations, all of the Contracts, customer lists, accounts receivable, assets, properties (including Intellectual Property), rights, services and interests constituting the Matrix Business, which Contracts, customer lists, accounts receivable, assets, properties, rights, services and interests are set forth in Part 1 of Schedule 2.2(a) attached hereto, (ii) the liabilities and obligations of the Matrix Business set forth in Part 2 of Schedule 2.2(a) attached hereto (the "Assumed Obligations"), and (iii) all of the issued and outstanding membership interests in Realtybid International, LLC, a Delaware limited liability company ("Realtybid"), then owned by Matrix and its Affiliates (all such Contracts, customer lists, accounts receivable, assets, properties, rights, services, liabilities, membership interests, obligations and interests in (i), (ii) and (iii) are hereinafter referred to as the "Matrix Interests"); provided that the book value of the assets so contributed to Newco shall exceed the liabilities and obligations so assumed by Newco by $1,000,000 or more. In consideration of the foregoing, First American and MAMC shall cause Newco to credit the Capital Account of MAMC and issue to MAMC a Membership Interest in Newco in an aggregate amount equal to one hundred percent (100%) of the Membership Interests. Matrix and MAMC jointly and severally represent and warrant to First American that on the unaudited balance sheet of MAMC for the eight month period ended August 31, 2004 previously provided by Matrix to First American, $2,914,678 of the accounts receivable represents allowances made to customers of MAMC and there is a corresponding liability equal to $2,914,678 payable to Matrix.
