HTI Contributions. (a) In consideration for its *** Class A Units, HTI shall make the contributions of property and of the services specified in the HTI Infrastructure Access Agreement, each as described in Section 2.A. of Schedule 1, and shall also contribute the additional services specified in Section 2.B. of Schedule 1 pursuant to the HTI Services Agreement, subject to the dollar limitations set forth in Section 2.2(b), and HTI shall not be required to make any cash Capital Contributions in consideration for such Class A Units (except in an amount equal to any unsatisfied non-cash Capital Contribution on the sixth anniversary of the Effective Date or otherwise prior to such time in accordance with Section 2.1(c)). The initial Gross Asset Value of the property contributions described in this Section 2.2(a) is $10,500,000. Such initial Gross Asset Value shall be reflected in HTI’s Capital Account. (b) Through the end of Funding Period 1, HTI shall contribute additional services with a value in an aggregate amount of $10,900,000, in the form set forth in Section 2.B. of Schedule 1 attached hereto and subject to the terms and conditions of the HTI Services Agreement. The aggregate value of the services to be contributed by HTI pursuant to this Section 2.2(b) (the “HTI Cumulative Contributions”) shall not exceed $10,900,000. (c) Notwithstanding anything herein to the contrary, HTI shall not be required to make a contribution of its services, as otherwise may be required hereunder, at any time when the Company is in material breach of its obligations under the HTI Infrastructure Access Agreement or the HTI Services Agreement and either such Agreement is properly terminated in connection therewith, except to the extent that HTI caused the Company’s material breach of such agreement.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (American Medical Alert Corp), Limited Liability Company Agreement (HUGHES Telematics, Inc.)
HTI Contributions. (a) In consideration for its [*** *] Class A Units, HTI shall make the contributions of property and of the services specified in the HTI Infrastructure Access Agreement, each as described in Section 2.A. of Schedule 1, and shall also contribute the additional services specified in Section 2.B. of Schedule 1 pursuant to the HTI Services Agreement, subject to the dollar limitations set forth in Section 2.2(b), and HTI shall not be required to make any cash Capital Contributions in consideration for such Class A Units (except in an amount equal to any unsatisfied non-cash Capital Contribution on the sixth anniversary of the Effective Date or otherwise prior to such time in accordance with Section 2.1(c)). The initial Gross Asset Value of the property contributions described in this Section 2.2(a) is $10,500,000. Such initial Gross Asset Value shall be reflected in HTI’s Capital Account.
(b) Through the end of Funding Period 1, HTI shall contribute additional services with a value in an aggregate amount of $10,900,000, in the form set forth in Section 2.B. of Schedule 1 attached hereto and subject to the terms and conditions of the HTI Services Agreement. The aggregate value of the services to be contributed by HTI pursuant to this Section 2.2(b) (the “HTI Cumulative Contributions”) shall not exceed $10,900,000.
(c) Notwithstanding anything herein to the contrary, HTI shall not be required to make a contribution of its services, as otherwise may be required hereunder, at any time when the Company is in material breach of its obligations under the HTI Infrastructure Access Agreement or the HTI Services Agreement and either such Agreement is properly terminated in connection therewith, except to the extent that HTI caused the Company’s material breach of such agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (American Medical Alert Corp), Limited Liability Company Agreement (HUGHES Telematics, Inc.)