General Partners Contributions and Loans Sample Clauses

General Partners Contributions and Loans. 18 Section 6.1 Capital Contribution of General Partner............18 Section 6.2
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General Partners Contributions and Loans. Section 6.1 Capital Contribution of General Partner. The General Partner has made a Capital Contribution equal to $200.
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General Partners Contributions and Loans. Section 6.1 Capital Contribution of General Partner.................17 Section 6.2 Construction Obligations................................18 Section 6.3 Operating Obligations...................................18 Section 6.4 Other General Partner Loans.............................19
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General Partners Contributions and Loans. Section 6.1 Capital Contribution of General Partner. The General Partner has earned an Interest in the Partnership for services rendered including but not limited to services in locating, negotiating and closing on the purchase of the real property upon which the Improvements are, or will be, erected, for services in forming the Partnership, locating and approving the Limited Partner and the Special Limited Partner as the investors in the Partnership, negotiating and finalizing this Partnership Agreement and for such other services referenced in Treasury Regulation Section 1.709-2(B).
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General Partners Contributions and Loans. Section 6.1 General Partner's Initial Capital Account and Limited Deficit Restoration Obligation.........18 Section 6.2
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General Partners Contributions and Loans. Section 6.1 Capital Contribution of General Partner............17 Section 6.2 Construction Obligations...........................17 Section 6.3 Operating Obligations..............................18 Section 6.4 Other General Partner Loans........................18 ARTICLE VII. CAPITAL CONTRIBUTIONS OF LIMITED PARTNER AND SPECIAL LIMITED PARTNER..........................................................19 Section 7.1 Original Limited Partner...........................19 Section 7.2 Capital Contribution of Limited Partner and Special Limited Partner............................19 Section 7.3 Repurchase of Limited Partner's and Special Limited Partner's Interests........................22 Section 7.4 Adjustment of Capital Contributions................23 Section 7.5 Return of Capital Contribution.....................25 Section 7.6 Liability of Limited Partner and Special Limited Partner............................................25
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General Partners Contributions and Loans. Section 6.1 General Partner's Initial Capital Account and Limited Deficit Restoration Obligation. General Partner has been a Partner of the Partnership since its formation and consequently has a positive or negative Capital Account based its capital contributions, distributions and allocations of Partnership income, loss, deduction, expense and credits since the Partnership's formation. Simultaneously with the admission of the Limited Partner and Special Limited Partner, the parties to this Agreement desire to adjust the General Partner's Capital Account, such that in the event the General Partner has a positive Capital Account, to provide proportionate future allocations or alternatively, in the event the General Partner has a negative Capital Account, to avoid a causing the General Partner to realize taxable income upon the consummation of the Mortgage Loan. In addition, in accordance with Section 10.3(r), the parties have agreed to increase the Capital Account of the General Partner by the Book-Up Amount. The parties agree as follows: (a) to the extent that the General Partner's Capital Account, excluding the Book-Up Amount, exceeds $150 on August 31, 2006, and only if such excess is greater than $1,000, the Partnership will execute a promissory note payable to the General Partner for the amount that the Capital Account exceeds $150 and such note will be unsecured and payable solely from Sale or Refinancing Proceeds pursuant to Section 11.2 of this Agreement; and (b) to the extent that the General Partner's Capital Account is negative on August 31, 2006, the General Partner may, at its sole discretion, agree to restore the deficit in its Capital Account on August 31, 2006 (or agree to restore any amount less than the deficit in the General Partner's Capital Account) in order to avoid or minimize the allocation of taxable income upon the consummation of the Mortgage Loan. Such deficit restoration obligation is due upon liquidation of the Partnership or of the General Partner's entire Interest in the Partnership, and after allocation of all items of profit, loss, expense, deduction or credits realized through the liquidation event. The General Partner will document such obligation by providing notice to the Special Limited Partner and placing an appropriate notation in the Partnership's records no later than the due date of the Partnership's 2006 IRS partnership tax return.
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General Partners Contributions and Loans. Section 6.1 Capital Contribution of Managing General Partner and General Partner. The Managing General Partner and the General Partner shall make a Capital Contribution in an amount required by the Mortgage lender. Section 6.2 Construction and Operating Obligations; Managing General Partner and General Partner Loans. (a) The Managing General Partner and the General Partner shall cause Completion of Construction in accordance with the Project Documents, and shall equip the Project or cause the same to be equipped with all necessary and appropriate fixtures, equipment and articles of personal property, including but not limited to, refrigerators and ranges. If costs and expenses necessary to effect Completion of Construction exceed the sum of the Capital Contributions, the proceeds of the Mortgage and the Development Fee then the General Partner shall be responsible for and shall be obligated to pay such deficiencies. Any such advances by the Managing General Partner and the General Partner shall not change the Interest of any Partner in the Partnership and shall be considered a cost overrun and not be repayable. In addition, if (1) the Improvements are not completed on or before March 1, 2002 ("Completion Date") (which date may be extended in the events of Force Majeure, but in no event longer than three months from the Completion Date); or (2) a foreclosure action is commenced against the Partnership and is not dismissed within six months, then at the Special Limited Partner's election, either the General Partner will be removed from the Partnership and the Special Limited Partner will be admitted as successor General Partner, all in accordance with Article XIII hereof, or the General Partner will repurchase the Interests of the Limited Partner and the Special Limited Partner for an amount equal to the amounts theretofore paid by the Limited Partner and the Special Limited Partner, and the Limited Partner and the Special Limited Partner shall have no further Interest in the Partnership. If the Limited Partner elects to have the General Partner repurchase the Interest of the Limited Partner then the repurchase shall occur within 60 days after the General Partner receives written demand from the Limited Partner. (b) From Completion of Construction until two consecutive months of Break-even Operations, the General Partner will personally provide Operating Loans to pay any Operating Deficits; and for the balance of the Operating Deficit Guarantee Period the Ge...
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General Partners Contributions and Loans 
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Related to General Partners Contributions and Loans

  • Investments and Loans No Company shall: (a) create, acquire or hold any Subsidiary, (b) make or hold any investment in any stocks, bonds or securities of any kind, (c) be or become a party to any joint venture or other partnership, (d) make or keep outstanding any advance or loan to any Person, or (e) be or become a Guarantor of any kind; provided, that this Section shall not apply to: (i) any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or similar transaction in the normal course of business; (ii) any investments in cash or Cash Equivalents; (iii) the holding of Subsidiaries listed on Schedule 7.1 hereto as of the Closing Date; (iv) intercompany loans to the extent permitted under Section 5.8(d); (v) any advance or loan to an officer, director or employee of a Company made in the ordinary course of such Company’s business, so long as all such advances and loans from all Companies aggregate not more than the maximum principal sum of $25,000 at any time outstanding; (vi) the creation, acquisition or holding of any Wholly-Owned Subsidiary that is a Domestic Subsidiary so long as such Subsidiary is in compliance with Section 5.22 of this Agreement; (vii) extensions of trade credit in the ordinary course of business; (viii) investments by Borrowers in Hedge Agreements other than for speculative purposes; (ix) investments acquired by Borrowers (a) in exchange for any other investment held by Borrowers in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment or (b) as a result of the foreclosure by Borrowers with respect to any secured investment or other transfer of title with respect to any secured investment in default; (x) investments, loans and guaranties described on Schedule 5.11 hereto and any renewal or replacement thereof; (xi) investments that constitute Restricted Payments permitted under Section 5.20 hereof; (xii) Investments in Capital Expenditures to the extent permitted hereunder; (xiii) guaranties permitted under Section 5.8 hereof; (xiv) contributions of capital by any Credit Party to any other Credit Party until such time as Agent or the Required Lenders directs the Credit Parties during the existence of a Default or Event of Default, that no such contribution of capital may be made; or (xv) other investments in an aggregate amount not to exceed $100,000.

  • Advances, Investments and Loans JCC Holding will not, and will not permit any of its Subsidiaries to, directly or indirectly, make any Investment, except that the following shall be permitted: (a) JCC Holding and its Subsidiaries may acquire and hold Cash and Cash Equivalents, it being understood and agreed that the provisions of this clause (a) do not authorize JCC Holdings or any of its Subsidiaries to transfer Cash or Cash Equivalents to any other such Person; (b) JCC Holding and its Subsidiaries may acquire and hold accounts receivable owing to any of them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms; (c) JCC Holding and its Subsidiaries may enter into Interest Rate Protection Agreements to the extent permitted in Section 5.12(c); (d) JCC Holding may make Investments in the Company (so long as all such Investments in the Company are common equity investments) and the Unrestricted Subsidiaries from the net cash proceeds of issuances of Qualified Equity Interests of JCC Holding; (e) the Company may make loans to any Unrestricted Subsidiary (other than an Unrestricted Subsidiary which has been released from its Subsidiary Guaranty pursuant to Section 10.5, which has transferred assets pursuant to the provisions of Section 10.5(b), or which is a Subsidiary of any Unrestricted Subsidiary described in this parenthetical), to (i) pay property and franchise taxes, if any, and (ii) to pay pre-development and/or development costs; provided that (A) no amounts shall be loaned pursuant to the foregoing provisions of this cause (e) more than three Business Days before the date of the use of such amounts by the respective Unrestricted Subsidiary to make the payments in respect of which the loans are being made and (B) the aggregate amount of loans made for the purposes described in this clause (e) shall not exceed, in the aggregate, $1,500,000 in any fiscal year (with the amount so loaned in each case to determined without regard to any write-downs or write-offs in respect of the amounts so loaned); provided that any amounts up to $1,000,000 not spent in fiscal year ended December 31, 2001 may be carried over to fiscal year ended December 31, 2002; and (f) the Unrestricted Subsidiaries may make Investments in JCC Holding or any Unrestricted Subsidiaries, provided, that any loans or advances to JCC Holding shall be subordinated pursuant to an agreement substantially in the form attached hereto as Exhibit L.

  • Capital Contributions and Capital Accounts (a) The capital contributions of each party shall be all amounts paid by it pursuant to the Agreement. With respect to each oil and gas property and the related assets subject to the Agreement, each party shall be treated as having contributed to the tax partnership an amount of cash equal to such party's share of any Lease acquisition or other property costs and the tax partnership shall be treated as having purchased such property from the party to whom such amounts are paid. (b) An individual capital account shall be maintained for each party in accordance with the following: (i) The capital account of each party shall, except as otherwise provided herein, be (A) credited by the amount of cash and fair market value of any property contributed to the tax partnership (net of any liabilities assumed by the parties hereto or to which such property is subject at the time of contribution) as provided in subparagraph (a) of this paragraph 4, and (B) credited with the amount of any item of taxable income or gain and the amount of any item of income or gain exempt from tax allocated to such party. (ii) The capital account of each party shall be debited by (A) the amount of any item of tax deduction or loss allocated to such party, (B) such party's allocable share of expenditures not deductible in computing taxable income and not properly chargeable as capital expenditures, including any non-deductible book amortizations of capitalized costs, and (C) the amount of cash or the fair market value of any property (net of any liabilities assumed by such party or to which such property is subject at the time of distribution) distributed to such party (after making the adjustment provided in subparagraph (b)(iii) in this paragraph 4). (iii) Immediately prior to any distribution of property that is not pursuant to a liquidation of the tax partnership, the parties' capital accounts shall be adjusted by assuming that the distributed assets were sold for cash at their respective fair market values as of the date of distribution and crediting or debiting each party's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales determined in the same manner as gains or losses provided for under paragraphs 4(b)(iv) and 6 for actual sales of such properties. (iv) The allocation of basis prescribed by Section 613A(c)(7)(D) of the Code and provided for in paragraph 6 hereinbelow and each party's depletion deductions shall not reduce such party's capital account, but such party's capital account shall be decreased by an amount equal to the product of (A) the depletion deductions that would otherwise be allocable to the tax partnership in the absence of Section 613A(c)(7)(D) of the Code (computed without regard to any limitations which theoretically could apply to any party) and (B) such party's percentage share of the adjusted basis of the property with respect to which such depletion is claimed (herein called "Simulated Depletion"). The tax partnership's basis in any oil or gas property, as adjusted from time to time for Simulated Depletion, is herein called "Simulated Basis." No party's capital account shall be decreased, however, by Simulated Depletion deductions attributable to any depletable property to the extent such deductions exceed such party's remaining Simulated Basis in such property. Upon the sale or other disposition of an interest in a depletable property, each party's capital account shall be credited with the gain ("Simulated Gain") or debited with the loss ("Simulated Loss") determined by subtracting from its allocable share of the amount realized on such sale or disposition its Simulated Basis, as adjusted by Simulated Depletion. (v) Any adjustments of basis of property provided for under Sections 734 and 743 of the Code and comparable provisions of state law (resulting from an election under Section 754 of the Code or comparable provisions of state law) shall not affect the capital accounts of the parties, and the parties' capital accounts shall be debited or credited as if no such election had been made unless otherwise required by applicable Treasury Regulations. (vi) Capital accounts shall be adjusted, in a manner consistent with subparagraph (b) of this paragraph 4, to reflect any adjustments in items of income, gain, loss or deduction that result from amended returns filed by the tax partnership or pursuant to an agreement with the Internal Revenue Service or a final court decision. (vii) In the case of property contributed to the tax partnership by a party, the parties' capital accounts shall be debited or credited for items of depreciation, Simulated Depletion, amortization and gain or loss with respect to such property computed in the same manner as such items would be computed if the adjusted tax basis of such property were equal to its fair market value on the date of its contribution to the tax partnership, in lieu of the capital account adjustments provided above for such items, all in accordance with Section 704(c) of the Code and Treasury Regulation 1.704-1(b)(2)(iv)(g).

  • 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.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Capital Contributions of the Partners (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

  • Capital Contributions and Accounts 12 4.1 Capital Contributions..........................................................................12 4.2 Additional Capital Contributions and Issuances of Additional Partnership Interests.............12 4.3

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • The Commitments and Loans Section 2.01 Commitments 53 Section 2.02 Borrowings, Conversions and Continuations of Loans 53 Section 2.03 Letters of Credit 56 Section 2.04 Swing Line Loans 63 Section 2.05 Prepayments 66 Section 2.06 Scheduled Repayment of Loans 68 Section 2.07 Termination and Reduction of Revolving Facility Commitments 68 Section 2.08 Interest 69 Section 2.09 Fees 69 Section 2.10 Computation of Interest and Fees 71 Section 2.11 Evidence of Debt 72 Section 2.12 Payments Generally; Administrative Agent’s Clawback 72 Section 2.13 Sharing of Payments by Lenders 74 Section 2.14 Incremental Loans 75 Section 2.15 Defaulting Lenders 77 Section 2.16 Cash Collateral 80 Section 2.17 Agent Advances; Overadvances 81 Section 2.18 Settlement 82 Section 3.01 Taxes 84 Section 3.02 Illegality 88 Section 3.03 Inability to Determine Rates 88 Section 3.04 Increased Costs 89 Section 3.05 Compensation for Losses 91 Section 3.06 Mitigation Obligations; Replacement of Lenders 91 Section 3.07 Survival 92

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