Initial Working Capital Reserve Clause Samples

Initial Working Capital Reserve. A. The General Partner, as a third party and not as a Partner, guaranteed to the Partnership that the initial working capital reserves of the Partnership following the admission of the Original Limited Partners, determined after the payment of all Organization, Offering and Acquisition Expenses (the "Initial Working Capital Reserve"), would be equal to $1,971,000. In the event that the Initial Working Capital Reserve was less than $1,971,000, the General Partner, as a third party and not as a Partner, would pay such difference to the Partnership in cash. In consideration of the foregoing, the General Partner, as a third party and not as a Partner, would be entitled to receive as a payment from the Partnership any amount by which the Initial Working Capital Reserve exceeds $1,971,000. As used herein, "Organization, Offering and Acquisition Expenses" means expenses incurred by the Partnership in connection with the offering of the Units as set forth in the Private Placement Memorandum (including, without limitation, all amounts payable to the Placement Agents), the admission of the Original Limited Partners, the purchase of the Hotel Interests (including all expenses to be incurred in connection with the purchase of the San ▇▇▇▇▇ Hotel) (excluding interest payable on the Deferred Purchase Debt) and the funding of the Mortgage Debt (including expenses to be incurred in connection with funding the portion of the Mortgage Debt to be incurred to finance the acquisition of the San ▇▇▇▇▇ Hotel). No payments pursuant to this Section 3.10A shall be reflected in Capital Accounts or otherwise treated as payments to or from a Partner in the Partnership. B. No more than $971,000 of the Initial Working Capital Reserve was permitted to be applied to pay or provide for Partnership administrative expenses with respect to any Fiscal Year through December 31, 1991. To the extent not required to pay or provide for Partnership administrative expenses or other liabilities of the Partnership, amounts in the Initial Working Capital Reserve could be made available for distribution to the Partners. Any amount from the Initial Working Capital Reserve determined, for purposes of the Purchase Agreements, to be available for distribution and thus resulting in a reduction of any required Purchase Price Adjustment would be included in Cash Available for Distribution for the Fiscal Year with respect to which such determination is made.

Initial Working Capital Reserve. The General Partner, as a third party and not as a Partner, guarantees to the Partnership that the initial working capital reserves of the Partnership following the admission of the Original Limited Partners, determined after the payment of all Organization, Offering and Acquisition Expenses (the "Initial Working Capital Reserve"), shall be equal to $775,000. In the event that the Initial Working Capital Reserve is less than $775,000, the General Partner, as a third party and not as a Partner, shall pay such difference to the Partnership in cash. In consideration of the foregoing, the General Partner, as a third party and not as a Partner, shall be entitled to receive as a payment from the Partnership any amount by which the Initial Working Capital Reserve exceeds $775,000. As used herein, "Organization, Offering and Acquisition Expenses" means expenses incurred by the Partnership in connection with the offering of the Units as set forth in the Private Placement Memorandum (including, without limitation, all amounts payable to the Placement Agent), the admission of the Original Limited Partners, the purchase of the Hotels (excluding interest payable on the Deferred Purchase Debt) and the funding of the Permanent Loan. No payments pursuant to this Section 3.10 shall be reflected in Capital Accounts or otherwise treated as payments to or from a Partner in the Partnership. ARTICLE FOUR