Members’ Initial Capital Contributions. The Member has contributed in immediately available U.S. funds, or in fair market value of property or services rendered, or a promissory note or other binding obligations to contribute cash or property or to perform services, that amount set forth opposite the Member’s name on Exhibit A hereto, for the number of Units set forth opposite the Member’s name thereon.
Members’ Initial Capital Contributions. Not later than the closing of the Contribution Agreement, each Member shall contribute such amount of cash or property as will constitute an allocation under the Capital Percentages to the BR Member and to the TriBridge Member, respectively, of the required equity to close under the Contribution Agreement and fund the development of the Project as governed by the Estimated Budget or Total Project Budget, as applicable, and at such time the Members shall insert the applicable figures in Exhibit “A” hereto (including the contribution by the BR Member and the TriBridge Member for the Acquisition Fee and/or by the BR Member for the Financing Fee, as applicable) (the “Initial Capital Contributions”). The Members acknowledge and agree that, for purposes of all IRR calculations on all Initial Capital Contributions, the date of initial funding shall be deemed to be September 15, 2015. The Members further acknowledge and agree that all costs related to the pursuit of the Project under the Cost-Sharing Agreement previously incurred by a Member or its Affiliate either (i) shall be deemed an Initial Capital Contribution of such Member and reduce the amount otherwise to be contributed by it to the Company or (ii) shall be refunded to such Member. The Members acknowledge that, simultaneously with the closing under the Contribution Agreement, the TriBridge Member will be making its Initial Capital Contribution to the Company as a contribution of 100% of the fee simple interest in the Property, subject to and encumbered only by the indebtedness set forth on Exhibit D hereto (the "Property Indebtedness"), with a value (net of such Property Indebtedness) of $1,200,000.00 (the "TBR Net Initial Capital Value"), and that the TriBridge Member shall receive a credit in the amount of the TBR Net Initial Capital Value towards its Initial Capital Contribution upon the contribution of the Property to the Company as provided under the Contribution Agreement. The Members acknowledge that 100% of the agreed value of the Initial Capital Contribution made by the TriBridge Member is attributable to the Property as and when contributed. The Members acknowledge and agree that, simultaneously with the closing under the Contribution Agreement (including the TriBridge Member causing the Current Owner to contribute ownership of the Property to the TriBridge Member and then the TriBridge Member’s immediate contribution of ownership of the Property to Borrower), a portion of the BR Member's Initi...
Members’ Initial Capital Contributions. Each of the Members have contributed their respective Holdings Membership Interests to the Company in exchange for the following Units in the Company, and the Members are deemed to have made an initial Capital Contribution to the capital of the Company as set forth in Schedule A and, in consideration therefor, the Company is issuing to each such Member the number of Units set forth opposite such Member’s name, representing the Percentage Interests in the Company as set forth in Schedule A. The Members are admitted as the Members of the Company upon their execution and delivery of this Agreement, or a joinder to this Agreement. The name, address, and Members’ Percentage Interests are as set forth on Schedule A subject to adjustment as herein provided. To the extent that any adjustment of Schedule A is required pursuant to this Agreement, whether as a result of the Capital Contribution of any Member, the Transfer of any Membership Interest (or any portion thereof), the admission of any additional Members, or otherwise as provided herein, the parties hereto acknowledge and agree that Schedule A shall automatically be deemed amended and restated to reflect the correct name and capital contribution of each Member in accordance with the books and records of the Company without further action by any of the Parties (and the Units held by the Members shall be similarly adjusted, so that each Member shall have such number of Units equal to 100,000 multiplied by such Member’s Percentage Interest) from time to time.
Members’ Initial Capital Contributions. Each of the Members has contributed to the Company certain cash Capital Contributions indicated on attached Exhibit A.
Members’ Initial Capital Contributions. Each Member has contributed or shall be obligated to contribute such amount as is set forth in Exhibit “A” hereto as its share of the Initial Capital Contribution.
Members’ Initial Capital Contributions. The Initial Capital Contributions to the Company of each of the Members have been made concurrently with the Effective Date.
Members’ Initial Capital Contributions. (a) Strathmore, as its Initial Capital Contribution, hereby contributes the Property described in Appendix B to the capital of the Company.
(b) Subject to AUC’s resignation, as set forth in Section 3.2, AUC, as its Initial Capital Contribution, shall contribute:
(i) An amount equal to one hundred percent (100%) of all expenditures incurred by Strathmore relating to the Property prior to May 12, 2007, up to a maximum of Three Hundred Thousand Dollars (US$300,000);
(ii) An amount equal to any funds spent by Strathmore for the purpose of any additional property leases relating to the Property between May 12, 2007 and the Effective Date;
(iii) Six Million (6,000,000) AUC Shares on the Effective Date;
(iv) Initial Capital Contribution of Expenditure Costs of Thirty-three Million Dollars (US$33,000,000) as follows:
(A) One Million Five Hundred Thousand Dollars (US$1,500,000) not later than the first (1st) anniversary of the Effective Date;
(B) a further One Million Five Hundred Thousand Dollars (US$1,500,000) not later than the second (2nd) anniversary of the Effective Date;
(C) a further Two Million Dollars (US$2,000,000) not later than the third (3rd) anniversary of the Effective Date; and
(D) subject to the terms of Section 6.3, a further Twenty-eight Million Dollars (US$28,000,000) not later than the sixth (6th) anniversary of the Effective Date;
Members’ Initial Capital Contributions. (a) The names, addresses, initial Capital Contributions, and Membership Interests of the Members are set forth on Exhibit "A" hereto.
(b) The initial Capital Contributions shall include any deposits made, and any sums paid, by the Members under the Asset Purchase Agreement as well as cash paid concurrently with the execution of this Agreement. In exchange for the initial capital contributions, the Members shall receive the percentage set forth opposite their names in Exhibit "A."
Members’ Initial Capital Contributions. The Members hereby agree to and do make the Capital Contributions to the Company in amounts and to the extent provided below. Each Member will have an opening Capital Account equal to the amount set forth below. In consideration of the foregoing Capital Contributions, the Members shall receive Interests as provided below and the voting percentage attached thereto, shall be as indicated in the column marked "Interests".
Members’ Initial Capital Contributions. Contemporaneously with the execution hereof, each Member has contributed such amount as is set forth in Exhibit “A” hereto as its share of the Initial Capital Contribution. The amount of the Initial Capital Contribution is anticipated to include sufficient capital to complete the Parking Improvements based on the Total Project Budget. Notwithstanding the foregoing, the Members agree that all costs related to the pursuit of the Project under the Cost-Sharing Agreement previously incurred by a Member or its Affiliate either (i) shall be deemed an Initial Capital Contribution of such Member and reduce the amount otherwise to be contributed by it to the Company or (ii) shall be refunded to such Member.
