Land Contribution Sample Clauses

Land Contribution. Upon satisfaction as determined by the X Member in the X Member’s reasonable discretion, of the Land Contribution Conditions, X Member will convey to the Company fee simple title to the Land (the “Closing”). The agreed value of the Land is [INSERT] (the “Agreed Land Value”). The conveyance shall be treated as a contribution by X Member to the Company (the “Land Contribution”) and upon conveyance of the Land to the Company, the X Member shall receive Capital Account credit in an amount equal to the Agreed Land Value. In the event that, in the X Member’s sole discretion, the Land Contribution Conditions are not met to the X Member’s reasonable satisfaction by the expiration of the Pre-Contribution Period, the X Member shall have the right to elect not to convey the Land to the Company, and, upon such election by the X Member, the Company shall be terminated, the provisions of Article XII governing termination shall apply, neither Member shall have any further obligations or duties under this Agreement, and the X Member shall have all requisite authority to take any such steps as are necessary to complete the wind-down process, terminate and dissolve the Company, including, without limitation, the right to cause all assets (including all plans and approvals) of the Company (or Y Member or any affiliate of Y Member and directly related to the Project) to be transferred to the X Member or such other entity selected by the X Member, and, in the event of such termination the Members shall be reimbursed for Predevelopment Expenses and any actual, out of pocket expenses to unaffiliated third parties in connection with maintaining the corporate existence of the Company and for the termination thereof, and any and all authorization granted to Y Member or an affiliate of Y Member by the Company with respect to zoning applications and appeals shall be terminated. In connection with the wind-down, termination and dissolution of the Company, the Y Member shall cooperate and shall cause any affiliate to cooperate in such process and execute such documents or do such acts as are reasonably required to effectuate the same. In the event that Closing occurs, the Members shall mutually agree upon and execute an amendment to this Agreement confirming updated Capital Contributions of each Member, and updating the exhibits with finalized and approved documents, as necessary, and addressing any other matters resulting from the Closing as may be reasonably required by the Members. ...
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Land Contribution. 10 SECTION 3.02. Basic Contributions......................................... 10 SECTION 3.03. Contributions Related to Construction and Leasing Cost Overruns and Certain Operating Deficits................... 12 SECTION 3.04. Contributions After the Stabilization Date........................... 14 SECTION 3.05. Procedure for Capital Calls................................. 14 SECTION 3.06. Other Contributions......................................... 14 SECTION 3.07. Withdrawals, Interest and Capital Accounts............................. 14 SECTION 3.08. Contribution Guarantees..................................... 15 ARTICLE IV Distributions
Sample 1
Land Contribution. For its initial capital contribution to the Company, Southern Highlands shall execute and deliver to the Company a Grant, Bargain, Sale Deed conveying to the Company Parcel 305, as described on Exhibit "A" attached hereto and incorporated herein, free and clear of all liens, encumbrances and title exceptions except Permitted Exceptions, as defined below. The agreed upon value of the initial capital contribution of Southern Highlands is $6,444,750, which represents $150,000 per acre. (If the actual acreage of Parcel 305 is adjusted with the written consent of both Members, the initial Capital Account credit of Southern Highlands shall be changed to an amount equal to $150,000 multiplied by the adjusted acreage of Parcel 305.) The capital contribution of Southern Highlands shall be reflected on Exhibit "E," attached hereto and incorporated in full by this reference. The date Southern Highlands makes its initial capital contribution is the Contribution Date. Unless and until Southern Highlands contributes Parcel 305 to the Company, the Company shall have no right, title or interest in Parcel 305. This Agreement is not an option agreement or an executory contract to sell Parcel 305 to the Company.
Sample 1

Related to Land Contribution

  • Purchase and Contribution Transferor agrees to contribute and Transferee agrees to acquire the Property for the Purchase Price.

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Payments and Contributions Neither the Company, any subsidiary, nor any of its directors, officers or, to its knowledge, other employees has (i) used any Company funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment of Company funds to any foreign or domestic government official or employee; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other similar payment to any person with respect to Company matters.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • The Contribution 4.1 The Minister will make a non-repayable Contribution to the Recipient in respect of the Project in an amount not exceeding the lesser of (a) and (b) as follows:

  • Indemnity and Contribution (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

  • Right of Contribution Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.

  • Catch-Up Contributions In the case of a Traditional IRA Owner who is age 50 or older by the close of the taxable year, the annual cash contribution limit is increased by $1,000 for any taxable year beginning in 2006 and years thereafter.

  • Defined Contribution Plan The Employer will establish the following Employer contribution programs in the existing salary deferral plans: » Beginning in 2006 and continuing throughout the term of the Agreement, a performance-based contribution

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