OPERATIONS RESERVE Clause Samples
OPERATIONS RESERVE. A. The Company shall establish, from the Initial Capital Contributions of Inland, a reserve (the "OPERATIONS RESERVE") of all cash remaining after the application of funds in accordance with Section 4.1 hereof and other payments required to be made by the Company in connection with the transactions contemplated by the Contribution Agreement. The Operations Reserve shall be deposited in an interest-bearing account in a bank designated by Cordish and acceptable to Inland. Interest earned, if any, on the Operations Reserve shall be released from the Operations Reserve and included in Gross Receipts. The balance of the Operations Reserve shall be increased from time to time, without duplication (i) as and when funds are released from the escrow account(s) and designated to be deposited in the Operations Reserve in accordance with the terms of Section 2 of the Liquidity Escrow Agreement, (ii) as and when Inland makes Additional Capital Contributions to the Company under the terms of Section 3.3.A hereof but solely to the extent that such funds are designated to be deposited in the Operations Reserve pursuant to the terms of this Agreement and Article I of the Contribution Agreement, and (iii) as and when funds are designated to be deposited in the Operations Reserve pursuant to the terms of Article I of the Contribution Agreement. The balance of the Operations Reserve shall be decreased from time to time as and when funds are withdrawn from such account and applied in the manner set forth in this Agreement. Notwithstanding any provision of Article IV hereof to the contrary, all amounts payable to Cordish as a Cordish Preferred Return or as an Unpaid Cordish Preferred Return shall be paid solely from (x) the Operations Reserve, and shall reduce dollar for dollar the balance of the Operations Reserve; (y) Net Cash Flow received by the Company to the extent derived solely from the activities of any Additional Property Owner Entity and/or (z) Development Loans made pursuant to Section 6.5.F hereof.
▇. ▇▇▇▇▇▇▇ shall be permitted to cause the Company to withdraw and use funds in the Operations Reserve, without the consent of Inland, within the authority granted to Cordish to direct the acquisition, development and operations of Additional Properties (through an Additional Property Owner Entity), as well as to pay any claim owed by Cordish under the Indemnification Agreement. Inland, acting in its capacity as Manager, shall be permitted to cause the Company to withdra...
OPERATIONS RESERVE. 36 SECTION 6.5 Acquisition of Additional Properties........................................................36 SECTION 6.6 Compliance with Certain Requirements........................................................39 SECTION 6.7 Exculpation and Indemnification.............................................................39 ARTICLE VII BOOKS AND RECORDS; RESERVES.................................................................41
OPERATIONS RESERVE. All expenses incurred by Inland as the Tax Matters Member (including the expenses of counsel retained by the other Member to represent the Company under section 7.5.F) in connection with any tax controversy or related proceeding of the Company will be borne equally by Inland and Cordish; PROVIDED, HOWEVER, that if Cordish does not otherwise make its portion of such payments in a timely fashion, such portion of such payments shall be paid from the Operations Reserve. Nothing herein shall be construed to restrict Inland, during the periods that Inland is the Tax Matters Member, from engaging an accounting or law firm to assist the Tax Matters Member in discharging its duties hereunder, so long as the compensation paid by the Company for such services is customary.