Common use of Covenants of Manager Clause in Contracts

Covenants of Manager. The Manager agrees that: (a) Toyo Construction Company will own 50% of the voting shares of Manager and SeaWest Industries, Inc. will own directly or indirectly, 50% of the voting shares of Manager; (b) Manager shall cause its shareholders to make initial capital contributions of $250,000 and shall not make any Restricted Payments at any time that Manager's Tangible Net Worth is less than (or as a result of such dividend or distribution would be less than) $250,000. "Restricted Payments" shall mean: (a) any dividend or other distribution on account of any ownership interest in Manager, and any redemption, purchase or other acquisition for value of any ownership interest in Manager, or any warrants, options or other rights to acquire any such interests; (b) any payment or distribution of cash or other property by Manager to or in respect of any loan or other obligation owed by Manager to any affiliate of Manager except for repayments of principal and interest on borrowings from such affiliate (each, an "Affiliate Advance") to fund advances made pursuant to Section 5.1.5 hereof; or (c) forgiveness of any obligations owed to Manager by an affiliate of Manager. "Tangible Net Worth" shall mean the stockholders' equity of Manager minus the following (to the extent reflected in determining such stockholders' equity): (a) all write-ups. in the book value of any asset owned by such Person and (b) all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, organization or developmental expenses and other intangible items; provided, that any Affiliate Advance and the obligation to reimburse advances pursuant to Section 5.1.5 shall be disregarded in the calculation of Tangible Net Worth.