JV Member Sample Clauses

JV Member. JV Member shall to contribute to the capital of the Company, in cash, an aggregate amount equal to 10% of the initial equity necessary to capitalize the Company, which is equal to $20,000.00. JV Member will fund all of its required initial capital prior to or at the Property Closing.
Sample 1
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JV Member. JV Member shall contribute to the capital of the Company, in cash, an aggregate amount equal to 10% of the initial equity necessary to acquire the Project and capitalize the Company, as follows: (i) when due pursuant to the Purchase Agreement, JV Member will fund $51,200, which is ten percent (10%) of the $512,000 Initial Deposit under the Purchase Agreement, (ii) when due pursuant to the Purchase Agreement, JV Member will fund ten percent (10%) of the Additional Deposit and the Franchise Deposit (if applicable) under the Purchase Agreement, and (iii) JV Member will fund the remainder of its required initial capital when due hereunder prior to or at the Property Closing. JV Member shall also contribute its pro rata share of the PIP required by the Hotel Management Agreement in accordance with its Percentage Interest as and when required pursuant to the Hotel Management Agreement.
Sample 1
JV Member. JV Member shall commit to contribute to the capital of the Company, as follows: SMRH:479330698.9 (i) Within two (2) Business Days after the Effective Date (or such earlier date as may be required by the Purchase Agreement), an amount in cash equal to 20% of the Purchase Deposit (i.e., $600,000.00); (ii) Prior to the date required by the Purchase Agreement, an amount in cash equal to 20% of any additional deposits to be made under Section 8.1 of the Purchase Agreement, as applicable; (iii) JV Member’s execution of the assignment of the Ground Lease in the form attached as Exhibit 8.4(a) of the Purchase Agreement (the “Ground Lease Assignment”) at the Property Closing to transfer a twenty percent (20%) tenant-in-common interest in the Ground Lease (the “20% Ground Lease Interest”) to the Property Owner Subsidiary or the Company as a capital contribution shall be deemed to a contribution to the Company of capital in the amount of $9,600,000.00, plus or minus an amount equal to twenty-five percent (25%) of the prorations and adjustments described in the Purchase Agreement (the “Adjustments”) depending upon whether the Adjustments increase or decrease the Purchase Price under the Purchase Agreement. By way of example, if the Adjustment under the Purchase Agreement (based on an 80% assignment of the Ground Lease) results in a $800.00 increase, then the adjustment to JV Member’s capital contribution would be a $200.00 increase. For avoidance of doubt, JV Member is not assigning the other interests in the Ground Lease that it holds and will hold on the Property Closing Date and the remaining thirty percent (30%) tenant-in-common interest in the Ground Lease that JV Member will own on the Property Closing Date will be conveyed to the Property Owner Subsidiary pursuant to the Purchase Agreement at the Property Closing) and (iv) within ten (10) Business Days after demand from Managing Member, an amount equal to the product of the JV Member’s Percentage Interest and the equity needed to complete the Project as set forth in the Development Plan, including Cost Overruns (unless JV Member is solely responsible for such Cost Overrun pursuant to Section 3.07(c)(iii)(1) below); provided, however, that the additional capital for the Project may be requested and funded in monthly intervals if the Development Budget contemplates such monthly funding (instead of a lump sum capital call) and the Lender allows such monthly funding of such capital.
Sample 1
JV Member. JV Member shall to contribute to the capital of the Company, in cash, an aggregate amount equal to 10% of the initial equity necessary to acquire the Project, capitalize the Company and to fund equity for the Renovations, which is equal to $2,485,000. JV Member has previously funded the $300,000 First Deposit under the Purchase Agreement, a portion of which will be returned to JV Member pursuant to Section 3.01(b). JV Member will fund $1,932,000 of its required initial capital prior to or at the Property Closing. The remainder of the JV Member’s required initial capital contribution pertains to the Renovation and shall be funded on a monthly basis pursuant to a monthly draw protocol administered by Manager.
Sample 1

Related to JV Member

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • General Partner The name and address of the general partner of the Partnership is Outback Steakhouse of Florida, Inc., 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000.

  • Limited Partner The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • Multi-Member The Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish each Member, within seventy-five days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement a capital account statement; and the amount of such Member’s share of the Company’s income, gain, losses, deductions and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State and local income tax and information returns for the Company, and shall cause such tax and information returns to be timely filed. Within seventy-five days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member, a current list of the names and addresses of all of the Members of the Company, and any other persons or entities having any financial interest in the Company.

  • Single Member The Member (including, for purposes of this Section, any estate, heir, personal representative, receiver, trustee, successor, assignee and/or transferee of the Member) shall not be liable, responsible or accountable, in damages or otherwise, to the Company or any other person for: (i) any act performed, or the omission to perform any act, within the scope of the power and authority conferred on the Member by this agreement and/or by the Statutes except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and un-appealable or not timely appealed (“Judicially Determined”) to constitute fraud, gross negligence, recklessness or intentional misconduct; (ii) the termination of the Company and this Agreement pursuant to the terms hereof; (iii) the performance by the Member of, or the omission by the Member to perform, any act which the Member reasonably believed to be consistent with the advice of attorneys, accountants or other professional advisers to the Company with respect to matters relating to the Company, including actions or omissions determined to constitute violations of law but which were not undertaken in bad faith; or (iv) the conduct of any person selected or engaged by the Member. The Company, its receivers, trustees, successors, assignees and/or transferees shall indemnify, defend and hold the Member harmless from and against any and all liabilities, damages, losses, costs and expenses of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by the Member (including amounts paid in satisfaction of judgments, in settlement of any action, suit, demand, investigation, claim or proceeding (“Claim”), as fines or penalties) and from and against all legal or other such costs as well as the expenses of investigating or defending against any Claim or threatened or anticipated Claim arising out of, connected with or relating to this Agreement, the Company or its business affairs in any way; provided, that the conduct of the Member which gave rise to the action against the Member is indemnifiable under the standards set forth herein. Upon application, the Member shall be entitled to receive advances to cover the costs of defending or settling any Claim or any threatened or anticipated Claim against the Member that may be subject to indemnification hereunder upon receipt by the Company of any undertaking by or on behalf of the Member to repay such advances to the Company, without interest, if the Member is Judicially Determined not to be entitled to indemnification as set forth herein. All rights of the Member to indemnification under this Agreement shall (i) be cumulative of, and in addition to, any right to which the Member may be entitled to by contract or as a matter of law or equity, and (ii) survive the dissolution, liquidation or termination of the Company as well as the death, removal, incompetency or insolvency of the Member. The termination of any Claim or threatened Claim against the Member by judgment, order, settlement or upon a plea of nolo contendere or its equivalent shall not, of itself, cause the Member not to be entitled to indemnification as provided herein unless and until Judicially Determined to not be so entitled.

  • Sole Member As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

  • General Partners Each Plains Entity or GP Entity that serves as a general partner of another Plains Entity or GP Entity has full corporate or limited liability company power and authority, as the case may be, to serve as general partner of such Plains Entity or GP Entity, in each case in all material respects, as disclosed in the Pricing Disclosure Package and the Prospectus.

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: BR Cxxxxxx DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 700 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 (b) The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

  • PARTNER The term “Partner” shall mean any person who is a General Partner or a Limited Partner in the Partnership.

  • General Partner Participation The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

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