Development Stage Business Clause Samples
Development Stage Business. A. Subject to Section 2.3E below, upon satisfaction of the Development Stage Conditions, without further action of the Members, the business of the Company shall be further expanded to include (i) acquisition by the Company of the Existing Property from Tejon, (ii) financing, developing and improving the respective Planning Areas, (iii) marketing and disposing of completed residential lots to merchant builders (such merchant builders may include individual Members and/or their Affiliates), (iv) disposing of or improving, operating and holding for investment, the Income Producing Sites; provided that the Executive Committee, subject to the terms of Section 10.4 hereof, (a) may Approve and cause the contribution of portions of the Master Project, such as the Income Producing Sites, to separate entities (“Affiliate Entities”) that would be wholly-owned by the Company or “sister” companies owned by the Members under substantially the same terms and conditions set forth herein, and (b) will Approve the disposition of the Private Sale Commercial Parcels to the Commercial Developers and/or their Affiliates pursuant to this Agreement, (v) admitting new member(s) or contributing the assets of the Company to a new venture to finance the Development Stage Business, and (vi) carrying on all other activities incidental to, or necessary or convenient in furtherance of, the foregoing, as reasonably Approved by the Executive Committee (collectively, the “Development Stage Business”). The Development Stage Business shall be conducted in accordance with the Development Business Plan.
B. The plan for the business of the Company during the Development Stage (the “Development Business Plan”) shall, at a minimum cover the following topics:
(1) An annual budget for the current year and a projected budget for the next five (5) years (the “Development Budget”);
(2) A Master Project proforma cash flow analysis;
(3) A development schedule;
(4) Specific procedures for constructing joint and Regional Improvements and advancing the cost thereof and the calculation of any reimbursable costs relating thereto. In connection therewith, the Company shall seek reimbursement rights for joint and Regional Improvements to the extent the same benefit property other than the Master Project (i.e. property owned by Tejon or other parties). Such reimbursement obligation shall be funded upon the sale of such benefited property. Pursuant to any reimbursement agreements agreed to in connection with the...
Development Stage Business. A. Upon satisfaction of the “Development Stage Conditions” (defined below) within the “Entitlement Period” (defined below), without further action of the Members, the business of the Company shall be further expanded to include, but not be limited to: (i) the acquisition by the Company of the Existing Property from Tejon, and financing, developing and improving the respective Planning Areas of the Incorporated Land, (ii) marketing and disposing of, and/or joint venturing the improvement of, residential lots, (iii) disposing of, leasing, joint venturing, or improving, operating and holding for investment, the Income Producing Sites; provided that the Executive Committee may Approve and cause the contribution of portions of the Incorporated Land, such as the Income Producing Sites, to single-member limited liability companies that would be wholly-owned by the Company or “sister” limited liability companies owned by the Members, and (iv) to carry on all other activities incidental to, or necessary or convenient in furtherance of, the foregoing as Approved by the Executive Committee (collectively, the “Development Stage Business”). The Development Stage Business shall be conducted in accordance with the Development Business Plan. Notwithstanding anything to the contrary herein, to the extent that the Members desire to construct any buildings on any portion of the Incorporated Land, including, without limitation, the residential lots or the Income Producing Sites, the Members shall determine the terms of the investment in such development and, as applicable, may require that the relevant portion of the Incorporated Land be transferred to a separate company whose operating agreement shall reflect investment terms determined by the Members.
B. As used herein, the “Development Stage Conditions” shall mean the following: