Common use of Minimum Equity Requirement Clause in Contracts

Minimum Equity Requirement. (a) Requirements for Equity to be provided by OSEG for the Total Project shall be effected in accordance with this Agreement and the Project Agreement. (b) OSEG shall provide a minimum Equity contribution for the Total Project in the amount of thirty million dollars ($30,000,000), subject to the provisions of Section 4.3 (the “Minimum Equity Requirement”). The Members shall jointly and severally guarantee the Minimum Equity Requirement of OSEG, in accordance with the form of guarantee annexed hereto as Schedule “D”. (c) The Minimum Equity Requirement shall be satisfied in the first instance at or prior to the Closing by the amounts described in subparagraphs (i), (ii), (iii), (iv) and (viii) of the definition of Equity and, to the extent applicable to the period prior to Closing, sub-paragraph (ix) of the definition of Equity, and then, as to any deficiency, by cash advances at or prior to Closing by each of the Members to OSEG (the amount of such deficiency being, “Initial Capital Contributed”). Each of the Members covenant with the City and the Limited Partnership, that: (i) the Initial Capital Contributed shall remain with OSEG and not used for any purpose other than (i) cash Contributions to the Limited Partnership, or (ii) the purposes of the Total Project in accordance with the provisions of this Agreement and/or any relevant Material Agreement. Any part of the Initial Capital Contributed that is not immediately required by OSEG, the Limited Partnership or a Component Limited Partnership for the purposes of the Total Project may be invested by OSEG in Permitted Interim Investments. The income received therefrom (the “Initial Investment Income”) shall be credited against the amount payable to OSEG pursuant to Section 5.4(a)(i)(A) (respecting the Waterfall); (ii) none of the Members shall engage in any business or incur any other obligations or liabilities or debts except in connection with the Total Project, the Soccer Team or as permitted in the definition of S.P.V. Assets and each of the Members is and shall remain a Special Purpose Vehicle; and (iii) Contributions from the Initial Capital Contributed (except to the extent previously Contributed to the Limited Partnership or previously used for the purposes of the Total Project in accordance with the provisions of this Agreement and/or any relevant Material Agreement) shall be provided by OSEG to the Limited Partnership in accordance with the provisions of this Agreement from time to time when required for the purposes of the Total Project, including Amounts Required for the Purposes of the Component Limited Partnerships. (d) Any amount contributed by Members on account of Completion Funds respecting Excess Stadium/Parking Costs, other than Stadium Completion Funds, shall be deemed to be Additional Equity, but shall not be included in the determination of compliance with the Minimum Equity Requirement. Any amount contributed by Members on account of Stadium Completion Funds shall be deemed to be Equity, but shall not be included in the determination of compliance with the Minimum Equity Requirement nor be deemed to be Additional Equity. (e) There will not be an obligation on OSEG in the first instance to Contribute any specific amount of Equity to the Limited Partnership, but Contributions shall be made by OSEG from the Initial Capital Contributed to the Limited Partnership from time to time as required under Section 4.2(c)(iii). (f) At any time, the City may request evidence of the amount of the Equity and the nature of the amounts and OSEG shall, in form and content satisfactory to the City: (i) provide a summary of the amounts and the nature of such amounts which it asserts comprise part of the Equity, having regard to the definition of “Equity”; (ii) provide copies of all available invoices, receipts or other instruments evidencing such amounts; and (iii) certify that such amounts have been paid, posted or contributed in full without any holdback or deduction. (g) Notwithstanding the foregoing, all amounts must be the following in order to be included in Equity: (i) reasonable and/or in accordance with applicable industry standards; (ii) directly related to the Total Project or be available to meet Total Project obligations and commitments for future Total Project requirements; and (iii) would not have been paid, posted or contributed but for the Total Project, provided that for greater certainty, the Parties agree that the following amounts are reasonable, relate to the Total Project and are intended to be included in the calculation of Equity: the fee payable to the CFL for the CFL Membership, the letter of credit required to be posted with the CFL under the terms of the Membership Agreement for the CFL Team (provided that letter of credit meets the requirements described in subparagraph (ii) or (iii) of the definition of Equity), Five Million Dollars ($5,000,000) on account of that part of the Ottawa 67’s Purchase Price that is not satisfied by the Promissory Note and the contribution to the Hard Costs of improving the Urban Park payable under section 4.5(a)(ii) of the Project Agreement. (h) OSEG shall keep for seven (7) years proper accounts and records of transactions and activities in respect of amounts comprising Equity from each date of contribution of such Equity and, in any event, during the entire Term of this Agreement. All accounts, records, invoices, receipts and vouchers that are kept by or available to OSEG shall at all times be open to audit, inspection and examination by or on behalf of the City.