Member Capital Contributions definition

Member Capital Contributions means, without duplication of Member Costs, capital contributions made by the Member to the Company from and after the closing under the Creative Purchase Agreement through the Closing Date in connection with the development, construction, Opening and licensing of the Casino (including for the purposes described in clauses (a) through (h) of the definition of “Member Costs” and whether expended for such purposes or still on the books as an asset) to the extent made in accordance with the Budget, and not otherwise used by the Company to pay Member Costs; provided, however, that Member Capital Contributions shall not include (i) capitalized interest, (ii) indirect allocable corporate overhead, (iii) capital contributions used to fund Transaction Expenses or expenses incurred in connection with the Merger, (iv) capital contributions used to fund costs and expenses covered by insurance or condemnation proceeds received prior to Closing, unless such proceeds are received by or contributed to the Company, (v) capital contributions used to fund interest or penalty costs imposed by a Governmental Authority, (vi) interest paid, accrued or capitalized under any credit facility of Member or any of its Affiliates and any repayments of allocable borrowings thereunder, (vii) capital contributions used to fund any costs or expenses paid or incurred in violation or breach of the terms of this Agreement or (viii) capital contributions to the extent funded using a portion of the Change Order Amount released from escrow to Parent pursuant to Section 6.14(a).
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Examples of Member Capital Contributions in a sentence

  • Single Member Capital Contributions (Applies ONLY if Single-Member): The Member(s) may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member(s) shall determine.

  • Withdrawal Not Permitted Member Capital Contributions shall be made in full on admission to the Company.

  • Member Capital Contributions shall be made in full on admission to the Company.

  • All Member Capital Contributions made to the Company shall be made in total when becoming a Member.

  • Within ninety (90) days following the Closing, the Member will, in good faith and in accordance with the terms of this Section 1.8, prepare and deliver to Buyer a statement (the “Final Closing Statement”), setting forth its good faith calculation of actual Member Costs and Member Capital Contributions through Closing, and the Purchase Price based thereon (the “Adjusted Purchase Price”), determined under the same principles as those of Section 1.8(a).

  • At such time that the Class B Member has received distributions hereunder of the sum of the Class B Member's Unrepaid Class B Member Capital Contributions, Unpaid Class B Member First Preferred Return plus the Unpaid Class B Member Second Preferred Return, all computed through the date on which the last such distribution to the Class B Member occurs, the Membership Interest of the Class B Member shall be terminated and the Class B Member shall have no further rights hereunder as a Member of the Company.

  • Buyer shall have sixty (60) days from the date of receipt of the Final Closing Statement to review the computations of Member Costs, Member Capital Contributions and the Adjusted Purchase Price reflected on the Final Closing Statement.

  • Withdrawal Generally Restricted Member Capital Contributions shall be made in full on admission to the Company.

  • Manager does not, in any way, guarantee the return of the Member' Capital Contributions or a profit for the Member from the operations of the Company.

  • In connection with the review of the Final Closing Statement, the Member will make available to Buyer and its auditors or other advisors (if any) all records and work papers relating to the Member and the calculation of Member Costs, Member Capital Contributions and Adjusted Purchase Price that Buyer and its auditors or other advisors (if any) reasonably request in reviewing the Final Closing Statement.

Related to Member Capital Contributions

  • Additional Capital Contributions shall have the meaning set forth in Section 5.3.

  • Capital Contributions means, with respect to any Member, the amount of money (US Dollars) and the initial Gross Asset Value of any assets or property (other than money) contributed by the Member (or such Member’s predecessor in interest) to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code Section 752) with respect to the Units in the Company held or purchased by such Member, including additional Capital Contributions.

  • Initial Capital Contributions has the meaning set forth in Section 3.01.

  • Unreturned Capital Contributions means all Capital Contributions made by a Class A Member less any returned capital.

  • Additional Capital Contribution has the meaning set forth in Section 4.2(a).