Project Capital Contributions Sample Clauses

Project Capital Contributions. 49 Section 6.2
Sample 1
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Project Capital Contributions. (a) Upon the approval by the Executive Committee of the Final Presentation for a Target and contemporaneously with the acquisition of such Project by the Company or its Subsidiary, unless and until such approval has been withdrawn or revoked by the Executive Committee or deemed withdrawn or revoked in accordance with Section 4.4(f) hereof, the Members shall make Capital Contributions (the "Project Capital Contributions") for that Subsidiary and Project. Project Capital Contributions will be made on an as needed basis as required to pay Equity Formation Costs in accordance with Section 2.10 hereof, xxxxxxx money deposits on an as-needed basis in accordance with Section 4.4(e) hereof and otherwise, as Projects are acquired by the Company through a Subsidiary. The proceeds thereof shall, in turn, be paid by the Company on account of Equity Formation Costs or xxxxxxx money deposits or be contributed to the applicable Subsidiary to consummate the acquisition and to pay the Total Project Costs for such Project. (b) The total Project Capital Contributions for each Project will equal the Total Project Costs for such Project, as set forth in the approved Project Acquisition Budget for such Project, less the principal amount of the financing for such Project, all as approved by the Executive Committee in the Final Presentation for such Project. The Developer Member shall contribute 16.67% and the GECC Member shall contribute 83.33% of all Project Capital Contributions, except (i) in the case of Project Capital Contributions made to pay Equity Formation Costs, which Project Capital Contributions shall be made initially in the percentages set forth in Section 2.10 hereof and (ii) in the case of Project Capital Contributions made to pay Pursuit Costs with respect to Abandoned Targets, which Project Capital Contributions shall be made in the percentages set forth in Section 4.4(1) hereof. Notwithstanding anything to the contrary contained in this Agreement, the Developer Member shall not be obligated to contribute more than Twenty Million Dollars ($20,000,000), in the aggregate, in Project Capital Contributions and the GECC Member shall not be obligated to contribute more than One Hundred Million Dollars ($100,000,000), in the aggregate, in Project Capital Contributions. The obligation of the Members to make Project Capital Contributions is not a "revolving" commitment and the repayment or return of Project Capital Contributions to the Members shall not create any oblig...
Sample 1
Project Capital Contributions. (a) The Members shall make Capital Contributions to the Company (collectively, the "Project Capital Contributions") in accordance with and as more particularly described in Schedule 6.1 (a) attached hereto. For all other Projects agreed to be contributed to the Company, the Members shall make Project Capital Contributions thereafter as determined by the Members. (b) The commitment to make Project Capital Contributions is not a "revolving" commitment. Any obligation of the Members to make Project Capital Contributions shall terminate on the Commitment Termination Date.
Sample 1
Project Capital Contributions. The services to be provided by the Diamond Member in lieu of its Project Capital Contribution shall be provided from time to time by causing the Diamond Manager to perform the services required of the Manager of the Company and such obligation shall be deemed to be satisfied for as long as such services are provided; provided, however, that the value of such services shall not be credited to the Diamond Member's Capital Account. The Grand Member's Project Capital Contribution shall be made as follows. Within fifteen (15) Business Days after the Diamond Manager has provided the Grand Member with a copy of a written financing commitment for a construction loan sufficient to fund at least the first phase of the building improvements contemplated by the Time Share Project, which may be constructed and sold in multiple phases consisting of separate or connected buildings, the Grand Member shall cause the relevant portion of the Shark Club Parcel to be formally conveyed to the Company by Grand as the fee owner thereof, via recorded Grant Bargain and Sale Deed. Upon the written request of the Diamond Member, the Grand Member shall execute and deliver to the Company a written memorandum briefly describing such conditional contribution obligation with respect to the Shark Club Parcel, in a form acceptable for filing in the official records of Xxxxx County, Nevada; provided, however, that in the event the Company shall be dissolved for any reason before the conditions for all of such contributions have been satisfied, the Diamond Member and the Company (before its dissolution) shall cause a written memorandum releasing any such remaining conditional contribution obligation to be executed and delivered to the Grand Member, in a form acceptable for filing in the official records of Xxxxx County, Nevada.
Sample 1
Project Capital Contributions. 9 3.3 Call Notice/Bank Accounts............................................................................. 10 3.4
Sample 1
Project Capital Contributions. In addition to the Start-Up Capital ----------------------------- Contributions set forth in Section 3.1, the Members shall contribute from time to time, in accordance with their Percentage Interests, cash in amounts as required by the Management Committee to fund all Project Budgets, to fund the Company Budget after the Start-Up Period, and otherwise pay the costs of the Company (a "Project Capital Contribution"). As of the Formation Date, such Percentage Interests, for all matters under this Agreement, excepting (i) Start-Up Capital Contributions under Section 3.1(b), and (ii) Net Loss, Net Income, and Distributions related to such Start-Up Capital Contributions as set forth in the Tax Supplement (Sections 2.2 and 2.3) and Section 6.5 of this Agreement, are: SWC- 25%, Inland - 75% (which Percentages are subject to adjustment by reason of Transfer or dilution pursuant to the terms of this Agreement). Upon the Formation Date, SWC and Inland shall contribute the following initial Project Capital Contributions to the Company to fund future Projects: SWC $10,000 Inland $30,000
Sample 1

Related to Project Capital Contributions

  • Member Capital Contributions (Check One)

  • 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.

  • 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.

  • 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:

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

  • 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.

  • Additional Funds and Capital Contributions 30 SECTION 4.4 NO INTEREST; NO RETURN................................................................... 31 SECTION 4.5 NOTE DEFICIENCY CAPITAL CONTRIBUTION..................................................... 31

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

  • Capital Contributions and Capital Accounts (a) The capital contributions of each party shall be all amounts paid by it pursuant to the Agreement. With respect to each oil and gas property and the related assets subject to the Agreement, each party shall be treated as having contributed to the tax partnership an amount of cash equal to such party's share of any Lease acquisition or other property costs and the tax partnership shall be treated as having purchased such property from the party to whom such amounts are paid. (b) An individual capital account shall be maintained for each party in accordance with the following: (i) The capital account of each party shall, except as otherwise provided herein, be (A) credited by the amount of cash and fair market value of any property contributed to the tax partnership (net of any liabilities assumed by the parties hereto or to which such property is subject at the time of contribution) as provided in subparagraph (a) of this paragraph 4, and (B) credited with the amount of any item of taxable income or gain and the amount of any item of income or gain exempt from tax allocated to such party. (ii) The capital account of each party shall be debited by (A) the amount of any item of tax deduction or loss allocated to such party, (B) such party's allocable share of expenditures not deductible in computing taxable income and not properly chargeable as capital expenditures, including any non-deductible book amortizations of capitalized costs, and (C) the amount of cash or the fair market value of any property (net of any liabilities assumed by such party or to which such property is subject at the time of distribution) distributed to such party (after making the adjustment provided in subparagraph (b)(iii) in this paragraph 4). (iii) Immediately prior to any distribution of property that is not pursuant to a liquidation of the tax partnership, the parties' capital accounts shall be adjusted by assuming that the distributed assets were sold for cash at their respective fair market values as of the date of distribution and crediting or debiting each party's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales determined in the same manner as gains or losses provided for under paragraphs 4(b)(iv) and 6 for actual sales of such properties. (iv) The allocation of basis prescribed by Section 613A(c)(7)(D) of the Code and provided for in paragraph 6 hereinbelow and each party's depletion deductions shall not reduce such party's capital account, but such party's capital account shall be decreased by an amount equal to the product of (A) the depletion deductions that would otherwise be allocable to the tax partnership in the absence of Section 613A(c)(7)(D) of the Code (computed without regard to any limitations which theoretically could apply to any party) and (B) such party's percentage share of the adjusted basis of the property with respect to which such depletion is claimed (herein called "Simulated Depletion"). The tax partnership's basis in any oil or gas property, as adjusted from time to time for Simulated Depletion, is herein called "Simulated Basis." No party's capital account shall be decreased, however, by Simulated Depletion deductions attributable to any depletable property to the extent such deductions exceed such party's remaining Simulated Basis in such property. Upon the sale or other disposition of an interest in a depletable property, each party's capital account shall be credited with the gain ("Simulated Gain") or debited with the loss ("Simulated Loss") determined by subtracting from its allocable share of the amount realized on such sale or disposition its Simulated Basis, as adjusted by Simulated Depletion. (v) Any adjustments of basis of property provided for under Sections 734 and 743 of the Code and comparable provisions of state law (resulting from an election under Section 754 of the Code or comparable provisions of state law) shall not affect the capital accounts of the parties, and the parties' capital accounts shall be debited or credited as if no such election had been made unless otherwise required by applicable Treasury Regulations. (vi) Capital accounts shall be adjusted, in a manner consistent with subparagraph (b) of this paragraph 4, to reflect any adjustments in items of income, gain, loss or deduction that result from amended returns filed by the tax partnership or pursuant to an agreement with the Internal Revenue Service or a final court decision. (vii) In the case of property contributed to the tax partnership by a party, the parties' capital accounts shall be debited or credited for items of depreciation, Simulated Depletion, amortization and gain or loss with respect to such property computed in the same manner as such items would be computed if the adjusted tax basis of such property were equal to its fair market value on the date of its contribution to the tax partnership, in lieu of the capital account adjustments provided above for such items, all in accordance with Section 704(c) of the Code and Treasury Regulation 1.704-1(b)(2)(iv)(g).

  • Capital Contributions of the Partners (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

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