MGM’s Initial Capital Contribution Sample Clauses

MGM’s Initial Capital Contribution. (i) On the Closing Date, and subject to the satisfaction or written waiver by MGM of all of the MGM Conditions Precedent (as defined below), MGM will contribute directly or indirectly the Project Assets (including, at MGM’s sole option, through the contribution of all ownership interest in the Project Owner after the contribution of the Project Assets to Project Owner) to the Company on the Closing Date. On the Closing Date, MGM shall execute and deliver to the Company in respect of the Project Assets (i) such instruments reasonably necessary to effectuate the transfer of title, including, but not limited to, a xxxx of sale or a ground lease, (ii) if applicable, an assignment and assumption of leases, contracts and other intangible property, and (iv) any applicable transfer tax forms. Notwithstanding anything to the contrary contained in this Agreement, the Members stipulate that the initial estimated Gross Asset Value of the Project Assets (net of liabilities securing such contributed property that the Company is considered to assume or take subject to pursuant to Code Section 752) for purposes of determining MGM’s Gross Asset Value of the Project Assets and Initial Capital Contribution to the Company is as set forth in Exhibit F hereto. (ii) The obligation of MGM to make its Initial Capital Contribution shall be conditioned on the satisfaction or written waiver by MGM of the following conditions (collectively, the “MGM Conditions Precedent”): (1) DW shall have performed or complied in all material respects with its obligations and covenants set forth in Section 3.2(b); (2) The Company has been formed pursuant to Section 1.1 hereof; (3) The Company and MGM or an Affiliate of MGM shall have executed and delivered the Operations Management Agreement, the Development Management Agreement, and, to the extent expressly identified in Exhibit B hereof, the Ancillary Agreements; (4) DW shall have obtained all authorization, approval or consent of any court or governmental authority or agency necessary for it to obtain in connection with the formation of the Company, Initial Capital Contributions by DW under Section 3.2(b), and issuance of Units to DW pursuant to Section 3.1; (5) DW is not a Defaulting Member; (6) The applicable waiting period under the HSR Act shall have expired or been terminated; and (7) Either (A) the Committee on Foreign Investment in the United States shall not have commenced an investigation into the transaction contemplated by this Agreeme...
Sample 1
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MGM’s Initial Capital Contribution. On November 15, 2007, Mirage Resorts contributed the Project Assets to the Company
Sample 1

Related to MGM’s Initial Capital Contribution

  • Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .

  • Initial Capital Contributions The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units as specified in the books and records of the Partnership.

  • Additional Capital Contributions No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

  • Members Capital Contributions a) Single-Member Capital Contributions (Applies ONLY if Single-Member): The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes. b) Multi-Member (Applies ONLY if Multi-Member): The Members have contributed the following capital amounts to the Company as set forth below and are not obligated to make any additional capital contributions:

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • Member Capital Contributions (Check One)

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

  • No Additional Capital Contributions Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

  • Capital Contributions Persons seeking to become a Member shall be required to purchase or acquire Shares and make capital contributions in such forms and in such amounts and at such times as the Board may require, if any, in its sole discretion (any, a “Capital Contribution”) whereupon a capital account for a new Member will be established, and, if applicable, accreted, in the amount of such Member’s Capital Contribution or based upon the fair market value of property contributed, and the new Member shall be issued a number of Class A Ordinary Shares as determined by the Board, and the Board shall update Exhibit A attached hereto accordingly. The provisions of this Section 3.1 are solely intended for the benefit of the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement). The Members shall have no duty or obligation to any creditor of the Company to make any contribution to the Company.

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