Structure of Contribution to Operating Company; OP Units Sample Clauses

Structure of Contribution to Operating Company; OP Units. Notwithstanding anything contained herein to the contrary, Sellers and Buyer acknowledge and agree that Buyer’s acquisition of the Properties shall, on the Closing Date and subject to all other terms and conditions (including the satisfaction of conditions precedent) set forth herein, be structured for each Seller pursuant to the description set forth on Schedule 3 attached hereto and incorporated herein, which shall require the applicable parties executing and delivering at Closing a Limited Liability Company Agreement (an “Operating Agreement”) for each subsidiary formed (an “Operating Company”). Such Operating Agreement shall provide for a four percent (4%) preferred return for (a) up to eight (8) years for an amount of OP Units not to exceed Ten Million Dollars ($10,000,000) and (b) not less than five (5) years for the remaining OP Units. The Operating Agreement for the Sellers and the seller of the CG Property shall be mutually agreed to by Sellers and Buyer prior to the end of the Due Diligence Period and then attached hereto as Exhibit F. The Operating Agreement shall provide for the issuances of units in the Operating Company (the “OP Units”) with guaranteed cash flow and liquidation payments and provisions for required redemptions and/or conversion of OP units into shares of Inland Diversified, or both, if Inland Diversified is publicly traded at such time. The parties shall also agree on representations and warranties to Sellers regarding the Operating Company similar to the representations of Buyer set forth in Section 9.1 below and, if requested by Sellers, a guaranty or other similar agreement by Inland Diversified assuring payment of cash flow to the Sellers. The parties may further discuss limiting the contribution/OP Unit issuance to less than all of the Properties, but in all events for an aggregate allocable equity value of not less than $30 million (including any OP Units pursuant to CG PSA). The Operating Agreement shall contain covenants, reasonably acceptable to Buyer, regarding the operation and maintenance of Operating Company. In the event that the parties using their good faith efforts are unable to agree on the terms of the Operating Agreement (other than the business terms set forth herein, all of which have been agreed upon) prior to the end of ten (10) Business Days from the date of this Agreement either party may terminate this Agreement by written notice to the other, in which event the Deposit shall be returned to Buyer and...
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Related to Structure of Contribution to Operating Company; OP Units

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

  • 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.

  • Contribution Rights In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled to indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable.

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • Defined Contribution Plan The Employer will establish the following Employer contribution programs in the existing salary deferral plans: » Beginning in 2006 and continuing throughout the term of the Agreement, a performance-based contribution

  • Catch-Up Contributions In the case of a Traditional IRA Owner who is age 50 or older by the close of the taxable year, the annual cash contribution limit is increased by $1,000 for any taxable year beginning in 2006 and years thereafter.

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

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