Closing Contributions. On the later of the date hereof or two (2) Business Days prior to the Closing Date, (i) Condor Member shall make a Capital Contribution in the amount of its Percentage Interest of (1)(A) the funds needed in addition to the Purchase Agreement Deposit and net Loan proceeds to complete the purchase of the Property, and (B) the funds needed to establish any Reserves and working capital for the Property, and (ii) funds necessary on its part to “true up” the Due Diligence Expenses, and (ii) TWC Member shall make a Capital Contribution in the amount of it Percentage Interest of the amount described in clause (1) above and the funds necessary on its to “true-up” the Due Diligence Expenses (collectively, each Member’s “Closing Capital Contribution”). The Members acknowledge that each Member has previously funded Approved Pre-Effective Date Costs, and accordingly, each Member’s Closing Capital Contribution includes the amount of the Approved Pre-Effective Date Costs previously funded by such Member. The Members hereby agree that no Capital Call Notice shall be required for the Closing Capital Contributions. Following the consummation of the Acquisition, the Administrative Member shall complete Exhibit C to reflect the Closing Capital Contributions made or deemed made by each of the Condor Member and the TWC Member as of the Closing Date, and upon the Condor Member’s approval of the completed Exhibit C, it shall be attached to and become part of this Agreement.
Closing Contributions. In the event that BH decides to cause the Company to close the purchase of the Property pursuant to the Purchase Agreement, then on or before the Closing Date, the Members shall contribute in cash (or be credited to the extent as provided in Sections 4.1(a) and 4.1(b)(ii) with making cash contributions) to the capital of the Company their pro rata share (based upon their relative Contribution Percentages) of the sum of (x) the amount reasonably necessary to close the acquisition of the Property, closing costs, Pursuit Costs, other amounts payable or reimbursable by the Company under Section 4.1(b) and (y) a reasonable amount of initial working capital and reserves (which shall include anticipated capital expenditures to be made in the period following acquisition of the Property as set forth in the Initial Approved Budget and Operating Plan as well as any and all anticipated third party loan commitment fees and closing costs which may be incurred in connection with any permanent financing to be obtained by the Company) for the Company, as Approved by the Members. HP will deliver to the Members for Approval a statement of sources and uses for the closing and a detailed estimate of the Initial Capital Contributions. Amounts payable to the Company by a Member on the Closing Date may be set off from amounts the Company owes to a Member and each Member shall receive credits for payments made prior to the Closing Date for amounts paid to a third party as set forth in such Approved closing statement.
Closing Contributions. 2.8.1 Immediately following the Subsequent Effective Time, Purchaser shall contribute 100% of its equity interests in the Surviving Company (the “Surviving Company Interests”) to Inception Intermediate, which will be admitted as a member of the Surviving Company (the “Purchaser Contribution”), which Purchaser Contribution shall be, and hereby is, accepted by Inception Intermediate;
2.8.2 Immediately following the Purchaser Contribution, Inception Intermediate shall contribute 100% of the Surviving Company Interests to Inception Parent, which will be admitted as a member of the Surviving Company (the “Intermediate Contribution”), which Intermediate Contribution shall be, and hereby is, accepted by Inception Parent; and
2.8.3 Immediately following the Intermediate Contribution, Inception Parent shall contribute 100% of the Surviving Company Interests to Borrower, which will be admitted as a member of the Surviving Company (the “Parent Contribution”), which Parent Contribution shall be, and hereby is, accepted by Borrower.
Closing Contributions. In addition to the actions described above, and any other actions that the Parties may mutually agree to be taken prior to the Closing, the Parties agree that if a Fund Merger would, absent a capital contribution to the applicable Money Market Fund, result in the Individual Closing Market NAV of the applicable Buyer Fund exceeding the Post-Reorganization Closing Market NAV by more than the Change in NAV Threshold, then the Seller (or the Parent) shall contribute capital to such Money Market Fund an amount sufficient to reduce the excess of the Individual Closing Market NAV of the Buyer Fund over the Post-Reorganization Closing Market Value NAV to the Change in NAV Threshold, if, and only if, Buyer provides written notice to the Seller after the Closing and on or before the twenty-fifth (25th) day after the Closing that the Buyer has determined such a contribution is required. In determining whether to provide such written notice, the Buyer shall take into account (after consulting with counsel to the independent directors or trustees of the applicable Buyer Fund board and any board determinations on the applicable Fund Merger of the applicable Money Market Fund), as applicable: (1) whether the applicable Buyer Fund has had material net redemptions during such twenty-five (25) day period, (2) whether former shareholders and entitlement holders of the applicable Money Market Fund have redeemed a material number of shares from such Buyer Fund; (iii) whether the factors in (1) and (2) have had a dilutive impact on the Buyer Fund, and (iv) the credit quality, duration and portfolio structure of the applicable Money Market Fund, and related benefits of the applicable Fund Merger to the applicable Buyer Fund, and whether they negate or render immaterial any impact on the gross yield of the applicable Buyer Fund. If the Buyer makes the determination that such a contribution is required, (x) the Seller’s (and Parent’s) obligation to make such a contribution shall be satisfied by the Buyer deducting the amount of such contribution from the Cash Solutions Payment as contemplated in Section 1.05(a)(ii) and (y) the Buyer agrees to pay the amount of any required contribution to the applicable Buyer Fund, not later than three (3) Business Days next following the date on which the Cash Solutions Payment is paid (or such earlier date on which the Buyer determines such required contribution should be made).
Closing Contributions. If neither Member elects to be an Opt-Out Member, then on or before the Acquisition Date, the Members shall contribute in cash (or be credited to the extent as provided in Section 3.1(a) or Section 3.1(b)(i) with making cash contributions) to the capital of the Company (the “Initial Capital Contributions”) their pro rata share (based upon their relative Percentage Interests) of a reasonable amount of initial working capital and other Reserves (which shall include anticipated capital expenditures to be made in the period following acquisition of the leasehold interest in the Property as set forth in the initial Annual Budget for the Company attached hereto as Schedule 1, Pursuit Costs and other amounts payable or reimbursable by the Company under Section 3.1(b)(i)), as Approved by the Members. Manager will deliver to the Members for Approval a statement of sources and uses for the closing and a detailed estimate of the Initial Capital Contributions. Amounts payable to the Company by a Member on the Acquisition Date may be set off from amounts the Company owes to a Member and each Member shall receive credits for payments made prior to the Acquisition Date for amounts paid to a third party as set forth in such Approved closing statement.
Closing Contributions. In the event that the Managing Member decides to cause the Company to close the purchase of the Initial Company Property pursuant to the Purchase Agreement, then five (5) Business Days after any request by the Managing Member (or upon the closing of the acquisition of the Initial Company Property, if earlier), the Members shall contribute in cash (or be credited to the extent as provided in Section 4.1(b)(ii) with making cash contributions) to the capital of the Company their pro rata share (based upon their relative Percentage Interests) of the sum of (i) the amount reasonably necessary to close the acquisition of the Initial Company Property (taking into account the net proceeds of the Acquisition Loan), closing costs, Pursuit Costs, other amounts payable or reimbursable by the Company under Section 4.1(b)(ii) and the fee payable pursuant to Section 3.3, and (ii) a reasonable amount of initial working capital and reserves (which shall include budgeted costs to foreclose or otherwise acquire title to the Property, grant a mortgage lien to the Acquisition Lender on the Property, as well as anticipated capital expenditures to be made in the period following acquisition of title to the Property as set forth in the Initial Budget and Operating Plan) for the Company, as determined by the Managing Member. DD-CTP will deliver to the Members for Approval a statement of sources and uses for the closing and a detailed estimate of the Initial Capital Contributions. Amounts payable to the Company by a Member on the Closing Date may be set off from amounts the Company owes to a Member and each Member shall receive credits for payments made prior to the Closing Date for amounts paid to a third party as set forth in such Approved closing statement.
Closing Contributions. Within 20 days of the Effective Date, each Common Unitholder shall contribute cash or, in the case of the Xxxxx Family Trust, Xxxxxx and Xxxxx, issue the Management Notes to the Company in the amount opposite its name in the column labeled “Initial Funding Date Capital Contributions” on Exhibit A-1 (such contributions, the “Initial Capital Contributions”) and receive Common Units at a fixed price of $1.00 per Common Unit.
Closing Contributions. In the event BH decides to cause the Company to close the purchase of the Project pursuant to the Contract, then on or before the Acquisition Date, BH and CTRI shall contribute in cash to the Company (or be credited to the extent as provided in Section 7.1(a)(i) with making cash contributions) the amount required to close the purchase of the Project. Any Capital Contributions made pursuant to this Section 7.1(a)(ii) shall be made in proportion to the Contribution Percentages of the Members.
Closing Contributions. If the Executive Committee decides to close the purchase of the Real Property pursuant to the Purchase Agreement, then on or before the date upon which the purchase price is required to be deposited into escrow pursuant to the Purchase Agreement, the Members shall contribute in cash to the capital of the Company their pro rata share (based upon their respective Percentage Interests including, without limitation, any amounts previously contributed by a Member to the Company pursuant to this Agreement) of the sum of (i) the amount reasonably necessary to close the acquisition of the Company Property (other than amounts to be financed, as determined by the Executive Committee), including, without limitation, the Company’s equity, closing costs, approved Contract and Due Diligence Costs, and approved Member Negotiation Expenses, and (ii) a reasonable amount of initial working capital of, and reserves for, the Company, as determined by the Executive Committee (all such amounts shall be credited as provided in Section 4.01(b)). The Members’ respective estimated required Initial Capital Contributions, which are to be funded prior to the acquisition of the Real Property, as well as the sources and uses for the closing, are described on Schedule A attached hereto. If, either before or after the acquisition of the Real Property, the Executive Committee determines that the Initial Capital Contributions described on Schedule A do not accurately reflect the matters specified in the first sentence of this paragraph, then the Executive Committee may readjust the Initial Capital Contributions required of each Member, subject to the limitations of this Section 4.01(c). In any event, upon closing pursuant to the Purchase Agreement, the aggregate Capital Contributions made by the Members shall be in proportion to their respective Percentage Interests and the Company shall return such portions of Capital Contributions made by any Member as may be necessary to achieve such result.
Closing Contributions. Concurrently with the Closing, each of Investor and Developer shall make the initial contributions to the Partnership required of it under the Partnership Agreement; provided, however, the obligations of Investor to form the Partnership and to make the contributions required of it under the Partnership Agreement are subject to the satisfaction of the conditions set forth in this Agreement.
