Pavilion's Initial Contribution Sample Clauses
Pavilion's Initial Contribution. (a) Pavilion shall hereafter contribute to the capital of the Partnership on the Closing Date certain rights, licenses, assets and other benefits relating to ▇▇▇▇ ▇▇▇▇▇ Amphitheater on, subject to and pursuant to the terms and provisions contained in the Amphitheater Contribution Agreement for ▇▇▇▇ ▇▇▇▇▇ Amphitheater.
(b) The Partners hereby agree that the combined fair market value of the rights, licenses, assets and other benefits to be hereafter contributed by Pavilion to the capital of the Partnership (net of liabilities assumed by the Partnership or to which such rights, licenses, assets and other benefits are subject) pursuant to the Amphitheater Contribution Agreement for ▇▇▇▇ ▇▇▇▇▇ Amphitheater is $5,000,000 ("Initial Contribution Amount") and that the initial balance of Pavilion's Capital Account shall therefore equal the Initial Contribution Amount.
Pavilion's Initial Contribution. (a) Upon execution of this Agreement, Pavilion shall convey, and does hereby convey, to the Partnership all of its rights, titles and interests in and to the Amphitheater including, without limitation, the leasehold estate created pursuant to the Lease Agreement and all of the rights, privileges and appurtenances appertaining thereto, subject to the following provisions:
(1) The conveyance of Pavilion's interest in and to the Amphitheater is being made subject to the following provisions:
(A) Except for the express representations set forth below, the conveyance of the Amphitheater to the Partnership is being made on an "AS IS, WHERE IS" basis with no representations or warranties from Pavilion of any kind, type or nature, express or implied.
(B) Subject to clause (1)(C), the conveyance of the Amphitheater to the Partnership is being made subject to (i) all of the Permitted Encumbrances and (ii) any claims of third parties, known or unknown, which may have arisen as a part of the process of developing and constructing the Amphitheater.
(C) Notwithstanding the foregoing, Pavilion represents and warrants to Cellar Door that it has not previously executed or entered into a written agreement with any other party granting an ownership or possessory interest in the Amphitheater, other than (i) the sublease rights granted to Fine Host Corporation for the purpose of operating a food and beverage concession business at the Amphitheater, (ii) event rentals in the ordinary course of business, (iii) the creation of certain signage rights in favor of sponsors in the ordinary course of business and (iv) similar operational agreements made in the ordinary course of business.
(2) In regard to the foregoing, Cellar Door does hereby acknowledge, stipulate and agree that it (A) has been given an opportunity, in regard to the development and construction of the Amphitheater, to review, at the expense of the Partnership, the files and records of Pavilion to its satisfaction and has been provided copies of all documents, instruments and records which it has requested from Pavilion, (B) is a sophisticated and experienced owner, operator and manager of entertainment facilities similar to the Amphitheater and therefore capable of assessing the risks and benefits of making this investment in the Partnership and (C) is willing to accept its Percentage Interest of all of the risks, known and unknown, which are or may be attendant to the development, construction and subsequent operat...