CAPITAL AND CAPITAL CONTRIBUTIONS Sample Clauses

CAPITAL AND CAPITAL CONTRIBUTIONS. 3.1. Each Member will contribute to the capital of the Company as the Member’s initial Capital Contribution the money or property _____________[or services] specified in Exhibit B. The initial Fair Market Value of each item of contributed property (net of liabilities secured by that property) which the Company is considered to assume or to take “subject to” under IRC section 752, is also set forth in Exhibit B, together with the description and amount of these liabilities. If a Member fails to make the initial Capital Contributions specified in this Section within 30 days after the effective date of this Agreement, that Member’s entire Membership Interest will terminate, and that Member will indemnify and hold the Company and the other Members harmless from any loss, cost, or expense, including reasonable attorney fees caused by the failure to make the initial Capital Contribution. 3.2. No Member will be required to make any additional Capital Contributions. No Member may voluntarily make any additional Capital Contribution. 3.3. If a Member fails to make an additional Capital Contribution required under Section 3.2 of this Agreement within 30 days after it is required to be made (a Defaulting Member), the Manager will within 5 days after that failure notify each other Member (a Nondefaulting Member) in writing of the total amount of Defaulting Member Capital Contributions not made (the Additional Capital Shortfall), and will specify a number of days within which each Nondefaulting Member may make an additional Capital Contribution, which will not be less than an amount bearing the same ratio to the amount of Additional Capital Shortfall as the Nondefaulting Member’s Capital Account balance bears to the total Capital Accounts of all Nondefaulting Members. If the total amount of Additional Capital Shortfall is not so contributed, the Manager may use any reasonable method to provide Members the opportunity to make additional Capital Contributions, until the Additional Capital Shortfall is as fully contributed as possible. Following the Nondefaulting Members’ making of those additional Capital Contributions, each Member’s Percentage Interest will be adjusted to reflect the ratio that the Member’s Capital Account bears to the total Capital Accounts of all Members. 3.4. If a Member fails for 30 days to make an additional Capital Contribution required under Section 3.2: (a) The Defaulting Member will indemnify and hold the Company and the other Members harmless ...
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CAPITAL AND CAPITAL CONTRIBUTIONS. 3.1. Each Member shall, contribute to the capital of the Company as the Member's initial Capital Contribution the money and property specified in Exhibit 'B'. If a Member fails to make the initial Capital Contributions specified in this Section within 30 days after the effective date of this Agreement, that Member's entire Membership Interest shall terminate, and that Member shall indemnify and hold the Company and the other Members harmless from any loss, cost, or expense, including reasonable attorney fees caused by the failure to make the initial Capital Contribution. 3.2. The Manager may determine from time to time that Capital Contributions in addition to the Members' initial Capital Contributions are needed to enable the Company to conduct its business. On making such a determination, the Manager shall give notice to all Members in writing at least 90 days before the date on which such additional Capital Contribution is due. The Notice shall set forth the amount of additional Capital Contribution needed, the purpose for which it is needed, and the date by which the Members shall contribute. Each Member shall be required to make an additional Capital Contribution in an amount that bears the same proportion to the total additional Capital Contribution that such Member's Capital Account balance bears to the total Capital Account balances of all Members. No Member may voluntarily make any additional Capital Contribution.
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CAPITAL AND CAPITAL CONTRIBUTIONS. 3.1 The Initial Member has made the Capital Contribution as set forth in Exhibit “A”. 3.2 The Member shall not be required to make any additional Capital Contributions to the Company. 3.3 The Member shall not be entitled to withdraw any part of its Capital Contribution or to receive any distributions, whether of money or property, from the Company, except as provided in this Agreement. 3.4 No interest shall be paid on the Capital Contribution. 3.5 The Member shall not be bound by, or be personally liable for, the expenses, liabilities, or obligations of the Company, except as otherwise provided in the Act.
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CAPITAL AND CAPITAL CONTRIBUTIONS. 3.1 The Initial Member shall make the Capital Contribution as set forth in Exhibit “A”. If the Member fails to make the initial Capital Contribution within thirty (30) days after the effective date of this Agreement, then this Agreement shall be of no force or effect. 3.2 The Member shall not be required to make any additional Capital Contributions to the Company. 3.3 The Member shall not be entitled to withdraw any part of its Capital Contribution or to receive any distributions, whether of money or property, from the Company, except as provided in this Agreement. 3.4 No interest shall be paid on the Capital Contribution. 3.5 The Member shall not be bound by, or be personally liable for, the expenses, liabilities, or obligations of the Company, except as otherwise provided in the Act.
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CAPITAL AND CAPITAL CONTRIBUTIONS. The amount of the consideration so determined to be capital with regards to any Shares shall be the stated capital of such shares (the “Capital”). The Capital of the Company may be increased from time to time by resolution of the Members directing that a portion of the net assets of the Company in excess of the amount so determined to be Capital be transferred to the capital account. The Member may direct that the portion of such net assets so transferred shall be treated as Capital in respect of any Shares of the Company of any designated class or classes. The excess, if any, at any given time, of the net assets of the Company over the amount so determined to be Capital shall be surplus (the “Surplus”). Net assets means the amount by which total assets exceed total liabilities. Capital and surplus are not liabilities for this purpose. The Members shall make capital contributions to the Company at such times and in such amounts as determined by the Members. The capital contributions of the members shall be recorded in the books and records of the Company.
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CAPITAL AND CAPITAL CONTRIBUTIONS. The interest of the Limited Partners in the Partnership shall be divided into and represented by an unlimited number of Partnership Units. A Limited Partner who has subscribed for and paid the purchase price for the Partnership Units is not required to make any further contribution to the capital of the Partnership. The General Partner is not required to subscribe for any Partnership Units or otherwise contribute capital to the Partnership. The General Partner shall not permit or cause the Partnership to issue any new class of Securities ranking ahead of or on a parity with the Class A Units, the Class B Units, the Class C Units, Class F Units or Class I Units as to distributions, allocations of Net Income and Net Loss, dissolution or voting rights, without the prior approval by way of Special Resolution of the holders of the Class A Units, Class B Units, Class C Units, Class F Units or Class I Units respectively. The Net Income of the Partnership for a Fiscal Year shall be allocated in the following order and amounts: (a) firstly, pari passu as follows: (i) to the Class A Units and the Class B Units, up to the amount of the positive difference, if any, between the Preferred Return of each such class of Partnership Unit in respect of all prior Fiscal Years and the Net Income for such prior Fiscal Years already allocated to such class of Partnership Unit; and (ii) to the Class C Units, Class F Units and Class I Units up to the amount of the positive difference, if any, between the Class Return in respect of all prior Fiscal Years and the Net Income of the Partnership for such prior Fiscal Years already allocated to such class of Partnership Unit; (b) secondly, xxxx xxxxx as follows: (i) to the Class A Units and the Class B Units, up to the amount of the Preferred Return of each such class of Partnership Unit for such Fiscal Year; and (ii) to the Class C Units, Class F Units and Class I Units up to the amount of the Class Return for such Fiscal Year. (c) thirdly, the amount of any remaining Net Income up to 25% of the aggregate amount allocated to the Limited Partners in such Fiscal Year pursuant to sub-sections (a) and (b) as follows: (i) the portion of the Net Income earned from the following businesses of the Partnership: purchases of future receivables and business loans originated by Merchant Growth, Venbridge, Merchant Asset Financing and Progressa (collectively, the “Original Business”), shall be paid to Merchant Growth (the “Retired General Partner”)...
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CAPITAL AND CAPITAL CONTRIBUTIONS 
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Related to CAPITAL AND CAPITAL CONTRIBUTIONS

  • Capital Contributions and Capital Accounts (a) The capital contributions of each party shall be all amounts paid by it pursuant to the Agreement. With respect to each oil and gas property and the related assets subject to the Agreement, each party shall be treated as having contributed to the tax partnership an amount of cash equal to such party's share of any Lease acquisition or other property costs and the tax partnership shall be treated as having purchased such property from the party to whom such amounts are paid. (b) An individual capital account shall be maintained for each party in accordance with the following: (i) The capital account of each party shall, except as otherwise provided herein, be (A) credited by the amount of cash and fair market value of any property contributed to the tax partnership (net of any liabilities assumed by the parties hereto or to which such property is subject at the time of contribution) as provided in subparagraph (a) of this paragraph 4, and (B) credited with the amount of any item of taxable income or gain and the amount of any item of income or gain exempt from tax allocated to such party. (ii) The capital account of each party shall be debited by (A) the amount of any item of tax deduction or loss allocated to such party, (B) such party's allocable share of expenditures not deductible in computing taxable income and not properly chargeable as capital expenditures, including any non-deductible book amortizations of capitalized costs, and (C) the amount of cash or the fair market value of any property (net of any liabilities assumed by such party or to which such property is subject at the time of distribution) distributed to such party (after making the adjustment provided in subparagraph (b)(iii) in this paragraph 4). (iii) Immediately prior to any distribution of property that is not pursuant to a liquidation of the tax partnership, the parties' capital accounts shall be adjusted by assuming that the distributed assets were sold for cash at their respective fair market values as of the date of distribution and crediting or debiting each party's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales determined in the same manner as gains or losses provided for under paragraphs 4(b)(iv) and 6 for actual sales of such properties. (iv) The allocation of basis prescribed by Section 613A(c)(7)(D) of the Code and provided for in paragraph 6 hereinbelow and each party's depletion deductions shall not reduce such party's capital account, but such party's capital account shall be decreased by an amount equal to the product of (A) the depletion deductions that would otherwise be allocable to the tax partnership in the absence of Section 613A(c)(7)(D) of the Code (computed without regard to any limitations which theoretically could apply to any party) and (B) such party's percentage share of the adjusted basis of the property with respect to which such depletion is claimed (herein called "Simulated Depletion"). The tax partnership's basis in any oil or gas property, as adjusted from time to time for Simulated Depletion, is herein called "Simulated Basis." No party's capital account shall be decreased, however, by Simulated Depletion deductions attributable to any depletable property to the extent such deductions exceed such party's remaining Simulated Basis in such property. Upon the sale or other disposition of an interest in a depletable property, each party's capital account shall be credited with the gain ("Simulated Gain") or debited with the loss ("Simulated Loss") determined by subtracting from its allocable share of the amount realized on such sale or disposition its Simulated Basis, as adjusted by Simulated Depletion. (v) Any adjustments of basis of property provided for under Sections 734 and 743 of the Code and comparable provisions of state law (resulting from an election under Section 754 of the Code or comparable provisions of state law) shall not affect the capital accounts of the parties, and the parties' capital accounts shall be debited or credited as if no such election had been made unless otherwise required by applicable Treasury Regulations. (vi) Capital accounts shall be adjusted, in a manner consistent with subparagraph (b) of this paragraph 4, to reflect any adjustments in items of income, gain, loss or deduction that result from amended returns filed by the tax partnership or pursuant to an agreement with the Internal Revenue Service or a final court decision. (vii) In the case of property contributed to the tax partnership by a party, the parties' capital accounts shall be debited or credited for items of depreciation, Simulated Depletion, amortization and gain or loss with respect to such property computed in the same manner as such items would be computed if the adjusted tax basis of such property were equal to its fair market value on the date of its contribution to the tax partnership, in lieu of the capital account adjustments provided above for such items, all in accordance with Section 704(c) of the Code and Treasury Regulation 1.704-1(b)(2)(iv)(g).

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • Member Capital Contributions (Check One)

  • Additional Capital Contributions No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

  • Capital Contributions Persons seeking to become a Member shall be required to purchase or acquire Shares and make capital contributions in such forms and in such amounts and at such times as the Board may require, if any, in its sole discretion (any, a “Capital Contribution”) whereupon a capital account for a new Member will be established, and, if applicable, accreted, in the amount of such Member’s Capital Contribution or based upon the fair market value of property contributed, and the new Member shall be issued a number of Class A Ordinary Shares as determined by the Board, and the Board shall update Exhibit A attached hereto accordingly. The provisions of this Section 3.1 are solely intended for the benefit of the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement). The Members shall have no duty or obligation to any creditor of the Company to make any contribution to the Company.

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Initial Capital Contributions The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units as specified in the books and records of the Partnership.

  • Additional Funds and Capital Contributions 30 SECTION 4.4 NO INTEREST; NO RETURN................................................................... 31 SECTION 4.5 NOTE DEFICIENCY CAPITAL CONTRIBUTION..................................................... 31

  • Members Capital Contributions a) Single-Member Capital Contributions (Applies ONLY if Single-Member): The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes. b) Multi-Member (Applies ONLY if Multi-Member): The Members have contributed the following capital amounts to the Company as set forth below and are not obligated to make any additional capital contributions:

  • Capital Contributions of the Partners (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

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