CWI Contribution. At Closing, the CWI Members shall contribute One Hundred Seventy-Nine Million Dollars ($179,000,000) (such sum, as adjusted pursuant to the terms of this Agreement and less the Good Faith Deposit) (the “CWI Contribution”) in cash to the Company, in exchange for the CWI Members receiving a 95.39% interest (as such percentage may increase or decrease based upon the final capitalization of the Company) in the Company (the “CWI Membership Interests”). Immediately following the CWI Contribution, CWI shall cause the CWI Contribution along with the Good Faith Deposit less Four Million Dollars ($4,000,000) to be immediately distributed to WPPI by wire transfer to an account designated in writing by WPPI. Notwithstanding the foregoing, the Parties hereto agree that, for income tax purposes, CWI shall be considered to acquire from WPPI all right, title and interest in the Property for a purchase price equal to One Hundred Seventy-Five Million Dollars ($175,000,000) plus a Four Million Dollars ($4,000,000) contingent installment note payable in accordance with the provisions of the Amended LLC Agreement relating to the net operating income shortfall (the “Purchase Price”). The Parties agree that for income tax purposes the Company shall be treated as a partnership between the CWI Members and WPPI shall not be treated as a partner.
CWI Contribution. Upon the terms and subject to the conditions set forth in this Agreement, CWI hereby covenants and agrees to fund to the Venture a cash contribution in the amount of approximately Eight Million Three Hundred Forty-Five Thousand Three Hundred Five and 49/100 Dollars ($8,345,305.49), as determined based on the underwriting of the Property (as mutually agreed upon by the Parties) and the final determination of capital requirements for the Hotel as set forth in the Closing Statement (collectively, the “CWI Capital Contribution”). In addition to the CWI Capital Contribution, CWI agrees to reimburse Pacific, as of the Closing, the following amounts which have been previously funded by Pacific: (i) Thirty Thousand Dollars ($30,000) as reimbursement for funds deposited by Pacific with CWI; (ii) One Hundred Thousand Dollars ($100,000) previously deposited with OWB in connection with the contemplated modification of the Existing Loan; and (iii) Seventy Thousand Dollars ($70,000) for attorneys’ fees and other costs of Pacific actually incurred in connection with the drafting and negotiations of this Agreement, the LLC Agreement, the Operating Lease, the New Franchise Agreement, that certain new Management Agreement dated as of the date hereof by and between TRS and New Manager (the “New Management Company”), the Restructured Loan and all other transactions and other agreements contemplated hereunder.
CWI Contribution. The first sentence of Section 2.5 of the Agreement is hereby deleted in its entirety and replaced with the following: “At Closing, the CWI Members shall contribute One Hundred Seventy-Nine Million Dollars ($179,000,000) (such sum, as adjusted pursuant to the terms of this Agreement and less the Good Faith Deposit) (the “CWI Contribution”) in cash to the Company, in exchange for the CWI Members receiving a 95.40% interest (as such percentage may increase or decrease based upon the final capitalization of the Company) in the Company (the “CWI Membership Interests”).”
