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.
MGM’s Initial Capital Contribution. On November 15, 2007, Mirage Resorts contributed the Project Assets to the Company • On November 15, 2007, Mirage Resorts contributed $245.951 million to the Company in connection with pre-financing construction costs (excluding capitalized interest) IW’s Initial Capital Contribution • On November 15, 2007, Dubai World contributed $2.961 billion to the Company • On November 15, 0000, Xxxxx World contributed $245.951 million to the Company in connection with pre-financing construction costs (excluding capitalized interest) [Note: This $245.951 million is also captured in the $2.961 billion described above] SCHEDULE 6.1 INITIAL DISTRIBUTION: $2.469 billion [Note: This figure is computed after deducting $245.951 million for the Mirage Resorts contribution in connection with Pre-Financing Construction Costs] TABLE OF CONTENTS Page ARTICLE 1 THE COMPANY 2 Section 1.1 Organization 2 Section 1.2 Name 2 Section 1.3 Place of Business 2 Section 1.4 Business of the Company 2 Section 1.5 Purposes Limited 2 Section 1.6 No Payments of Individual Obligations 3 Section 1.7 Statutory Compliance 3 Section 1.8 Title to Property 3 Section 1.9 Duration 3 Section 1.10 Conduct of Business Through Single Purpose Entities 3 Section 1.11 Definitions 3 ARTICLE 2 THE MEMBERS 15 Section 2.1 Identification 15 Section 2.2 Services of Members 15 Section 2.3 Reimbursement and Fees 15 Section 2.4 Transactions with Affiliates 15 Section 2.5 Liability of the Members; Indemnification 16 ARTICLE 3 CAPITAL CONTRIBUTIONS; LOANS; CAPITAL ACCOUNTS 17 Section 3.1 Issuance of Units 17 Section 3.2 Initial Capital Contributions 17 Section 3.3 Additional Capital Contributions 17 Section 3.4 Letters of Credit 18 Section 3.5 Failure to Make a Capital Contribution 18 Section 3.6 Additional Remedies for Failure to Make an Additional Capital Contribution 21 Section 3.7 Capital Accounts 22 Section 3.8 Return of Capital 23 Section 3.9 Gross Asset Value 23 Section 3.10 Completion Guaranty 24 Section 3.11 Xxxxxx Completion Guaranty 24 TABLE OF CONTENTS (continued) Page ARTICLE 4 COVENANTS 24 Section 4.1 Intentionally Omitted 24 Section 4.2 Licensing 24 Section 4.3 Ancillary Agreements 27 Section 4.4 FAA Determination Letters 27 Section 4.5 Intentionally Omitted 27 Section 4.6 People Mover Construction Obligation 27 Section 4.7 Income Tax on Residential Units 28 ARTICLE 5 ALLOCATION OF PROFITS AND LOSSES 28 Section 5.1 Allocation of Profits and Losses 28 Section 5.2 Minimum Gain Chargeback Allocation Provisions ...
