DW’s Initial Capital Contribution Sample Clauses

DW’s Initial Capital Contribution. (i) On the Closing Date and subject to the satisfaction or written waiver by DW, of all of the DW Conditions Precedent (as defined below), DW shall contribute such amount of immediately available cash set forth in Exhibit F, subject to adjustment as provided in Section 3.2(b)(iii) below. (ii) The obligation of DW to make its Initial Capital Contribution required to be contributed on the Closing Date shall be conditioned on the satisfaction or written waiver by DW of the following conditions (collectively, the “DW Conditions Precedent”): (1) There shall not have been any event that has, or that could reasonably be expected to have, a material adverse change in the condition of the Project Assets as a result of a casualty or condemnation, in either case, considered as a whole and after taking into account any insurance and condemnation proceeds received or to be received; (2) MGM shall have performed or complied in all material respects with its obligations and covenants set forth in Section 3.2(a); (3) The Company has been formed pursuant to Section 1.1 hereof; (4) The Company and MGM or an Affiliate of MGM shall have executed and delivered the Operations Management Agreement, the Development Management Agreement, and, to the extent expressly identified in Exhibit B hereof, the Ancillary Agreements; (5) MGM shall have obtained all authorization, approval or consent of any court or governmental authority or agency necessary for it to obtain in connection with the formation of the Company, Initial Capital Contributions by MGM, and issuance of Units to MGM under Section 3.1; (6) MGM is not a Defaulting Member; (7) The receipt by the Company of a binder, committing various title companies reasonably approved by DW, to issue an ALTA extended coverage owner’s policy of title insurance, with liability in an amount to be reasonably agreed to by the Members (“Title Policy”), insuring fee simple title or leasehold, as applicable, to all real property of the Project in the name of the Project Owner, subject only to those title exceptions approved by DW and including such endorsements as DW shall reasonably require, including, without limitation, a non-imputation endorsement; (8) The receipt by the Company of an ALTA survey of all real property that comprises the Project Assets, showing the location of all buildings, easements, encroachments and the property lines; (9) Either (A) the Committee on Foreign Investment in the United States shall not have commenced an inves...
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Related to DW’s Initial Capital Contribution

  • Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .

  • Initial Capital Contributions The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units as specified in the books and records of the Partnership.

  • Additional Capital Contributions No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • Members Capital Contributions a) Single-Member Capital Contributions (Applies ONLY if Single-Member): 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. b) Multi-Member (Applies ONLY if Multi-Member): The Members have contributed the following capital amounts to the Company as set forth below and are not obligated to make any additional capital contributions:

  • Member Capital Contributions (Check One)

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • Capital Contributions Persons seeking to become a Member shall be required to purchase or acquire Shares and make capital contributions in such forms and in such amounts and at such times as the Board may require, if any, in its sole discretion (any, a “Capital Contribution”) whereupon a capital account for a new Member will be established, and, if applicable, accreted, in the amount of such Member’s Capital Contribution or based upon the fair market value of property contributed, and the new Member shall be issued a number of Class A Ordinary Shares as determined by the Board, and the Board shall update Exhibit A attached hereto accordingly. The provisions of this Section 3.1 are solely intended for the benefit of the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement). The Members shall have no duty or obligation to any creditor of the Company to make any contribution to the Company.

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