Capital and Contributions. Upon execution of this Agreement and the commencement of the Company, the Members shall make initial capital contributions to the Company, the nature and value of which are set forth on Exhibit A attached hereto. All capital contributions other than cash shall be valued at their fair market values as of the date of contribution. No Member shall have any obligation to make additional capital contributions to the Company, and no Member shall make any voluntary additional capital contributions to the Company without authorization by the Members.
Capital and Contributions. 7 SECTION 3.1. Initial Capital Contributions................................ 7 SECTION 3.2. Additional Capital Contributions............................. 8 SECTION 3.3.
Capital and Contributions. 7.1 As of the Effective Date3 of this Agreement, Schedule A reflects the various rights and preferences of the Units held by the Members. Schedule A may be amended, from time to time, by the Board of Managers to reflect any other additional issuances of Units after the Effective Date in accordance with the terms of this Agreement. Other than for Capital Contributions made to the Company as reflected on the Schedule A, the Members shall not be obligated to contribute any (additional) amounts to the capital of the Company.
(a) Unless otherwise approved by a Majority-In-Interest, the contributions to the capital of the Company by the Members shall be used by the Company solely for the Software Development Business.
(b) Unless otherwise expressly provided for in this Agreement, no interest or preferred returns shall be paid by the Company on any Capital Contributions to the Company by the Members or payments for the acquisition of Units of Membership Interest.
(c) No Member shall be entitled to a return of that Member's Capital Contributions except in accordance with the provisions of this Agreement and/or in one or more agreements entered into by the Company and such Member(s), in each case as approved by a Majority-In-Interest.
Capital and Contributions. 8.1 The initial capital of the Partnership is as set forth on Schedule A attached hereto, and, simultaneous with the execution hereof, each of the Partners shall contribute to the capital of the Partnership the amount of cash indicated on said Schedule A.
8.2 No Partner shall be obligated to make any additional capital contributions unless the Management Committee unanimously shall determine that such is required for the operation of the Partnership's business. In the event additional capital is contributed by the Partners pursuant to this SECTION 8.2, the Partners shall be obligated to contribute their pro rata portion (as determined by their respective Participating Percentage at the time of such contribution) of such additional capital requirement. No Partner shall be allowed to make any voluntary capital contributions without the prior written consent of the other Partner.
8.3 No withdrawal of capital shall be made by any Partner except with the unanimous approval of all of the members of the Management Committee, and no interest shall be paid on the capital contributed by any Partner.
8.4 If the Management Committee shall unanimously determine that additional financing is necessary or desirable, and that such financing can most advantageously be provided by loans from or guaranteed by the Partners, such loans or guarantees, as may be requested by the unanimous vote of the Management Committee, shall be provided simultaneously by each of the Partners in amounts that are in proportion to their respective Participating Percentages. The Partnership shall not accept any voluntary loans from any Partners without the prior written consent of every other non-lending Partner.
Capital and Contributions. SECTION 8.1. The capital of the Partnership shall be the amount stated to be such from time to time in Schedule A attached hereto and incorporated herein by reference. No Limited Partner shall have any right to demand or receive the return of his capital contribution to the Partnership. It is the intent of the Partners that no distribution or allocation (or any part of any distribution or allocation) made to any Partner pursuant to this Agreement shall (unless so designated in an amendment to the Partnership's Certificate of Limited Partnership) be deemed a return or withdrawal of capital, even if such distribution or allocation is made with respect to any fiscal period for which the Partnership has Net Cash Receipts but no net income or profits due to depreciation or any other non-cash item accounted for as a loss or deduction from or offset to Partnership income, and that no allocation to any Partner of any loss, whether attributable to depreciation or otherwise, under this Agreement shall create any asset of or obligation to the Partnership, even if such allocation reduces such Partner's Capital Account or creates or increases a deficit in such Partner's Capital Account. It is also the intent of the Partners that, except as provided in Sections 10.2 and 18.4 hereof, no Partner shall be obligated to pay any amount deemed to be a return or withdrawal of capital to or for the account of the Partnership or any creditor of the Partnership. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to make any such payment, such obligation shall be the obligation of such Limited Partner and not of the General Partners or of the Partnership.
SECTION 8.2. Except as set forth in Schedule A and in Sections 9.3, 10.2 and 18.4, the General Partners shall not, as General Partners, make any contribution to the capital of the Partnership. In the event that any of the General Partners shall purchase any Limited Partnership Interests, such General Partner shall in all respects be treated as a Limited Partner to the extent of the Limited Partnership Interests purchased by him.
SECTION 8.3. The Corporate General Partner is hereby authorized to issue Additional Limited Partnership Interests to the Initial Limited Partner from time to time, if, after any such issuance, the number of Limited Partnership Interests does not exceed 500,000 Limited Partnership Interests or such higher maximum amo...
Capital and Contributions. 6.1 Upon formation of the Joint Venture, the Managing Venturer will contribute to the capital of the Joint Venture cash in the amount of $5,000.
6.2 Upon formation of the Joint Venture, MEI will contribute to the capital of the Joint Venture cash in the amount of $5,000.
Capital and Contributions. 7.1 The Capital Contribution and the number and class of Units issued to each Member as of the Effective Date is set forth opposite such Member's name on SCHEDULE A, as amended from time to time in accordance with the terms of this Agreement. Each Member shall be liable only to make such Member's Capital Contribution to the Company expressly provided in this SECTION 7.1, and no Member shall be required to make any additional contributions to the Company.
7.2 Subject to the rights of the Members under SECTION 14.4, if, at any time after the Effective Date, the Managing Member determines that the Company needs additional capital to fund any litigation costs incurred by the Company, the Managing Member shall be authorized to raise such additional capital from the Class A Members (and/or any of their Affiliates) on such terms and conditions as agreed to by the Managing Member and the Class A Members; provided that in no event shall such additional capital raise by the Company dilute the economic rights of the Class B Members.
Capital and Contributions. As a contribution to the capital of the Company, the Member has caused the shareholders of AGS to transfer to the Company all of the issued and outstanding shares of capital stock of AGS, pursuant to the terms of that certain Exchange Agreement, dated October 17, 1997, by and among the Member, the Company, AGS, such AGS shareholders and certain other parties. Except as otherwise required by law, the Member shall not be liable to creditors of the Company, and shall not be required to make additional capital contributions to the Company or to restore all or any portion of a deficit balance in the Member's capital account with the Company.
Capital and Contributions. SECTION 3.1. Initial Capital Contributions. From time to time, as required to fund the costs incurred in connection with the design, construction and start-up of a turnkey facility to be operated as the Venue, Universal shall be liable to make an initial capital contribution (the “Initial Capital Contribution”), of approximately $8,700,000. In the event it is determined during the build-out of the Venue that the amount of the Development Budget will likely be exceeded, General Partner and Universal agree to endeavor in good faith to “value engineer” the build-out of the Venue so as to restore compliance with the Development Budget. In the further event that such “value engineering” process does not achieve compliance with the Development Budget, the Development Budget shall be adjusted to reflect the increased costs, and Universal shall fund such increased costs as part of its Initial Capital Contribution. The Initial Capital Contribution pursuant to the Development Budget shall be comprised of payments made by Universal on behalf of the Partnership or deposited into the Partnership bank account. The parties expressly agree that the General Partner has not made, nor will the General Partner be required to make, contemporaneously with the execution hereof, or thereafter, any Initial Capital Contribution or Additional Capital Contributions to the Partnership. Instead, the General Partner’s Participating Percentages as set forth in Article IV hereof reflect the issuance to the General Partner of a “profits interest” for its agreement to perform future services for the Partnership including without limitation, the services described in Section 9.12 hereof. The Partners expressly agree that Universal’s funding of its Initial Capital Contribution shall be made in accordance with the following procedure. Universal shall submit to the General Partner a proposal for the development of the Venue. Such proposal shall include a construction budget, detailed architectural plans and specifications, detailed design plans and specifications, a site development plan, proposed architectural, design and construction contracts, a working capital budget, pro forma operating statements and such other documents, statements and information as may be reasonably requested by the General Partner in connection with the development of the Venue. The General Partner shall have the right to approve or reject the proposal in its reasonable discretion. Upon their mutual approval of the pr...
Capital and Contributions. Section 8.1 The Partnership shall have initial capital of $20,638,050, divided into 206,380 1/2 Units of One Hundred ($100.00) Dollars each. Each of the Partners will contribute to the capital of the Partnership at the rate of One Hundred ($100.00) Dollars per Unit by assigning Units of ownership which he holds in various Terminating Partnerships. Each Partner will become the owner of a specified number of Units and is entitled to a Certificate of Ownership for such Units to be issued in accordance with the provisions hereof.
Section 8.2 The Partnership will acquire the various Partnership Units in the Terminating Partnerships in accordance with the value of such Partnerships as set forth in the annexed Schedule of Exchange Values, and in exchange therefor will issue its Partnership Units on the basis of one (1) Unit for each One Hundred ($100.00) Dollars of Units acquired. For example: A Partner contributing five (5) Units in Partnership A, valued at Nine Hundred ($900.00) Dollars per Unit, and two (2) Units in Partnership B, valued at One Thousand ($1,000.00) Dollars per Unit, a total of Six Thousand Five Hundred ($6,500.00) Dollars, will receive sixty-five (65) Units in the Partnership.
Section 8.3 The General Partners are authorized to issue additional Units from time to time, and to admit the parties to whom such additional Units are issued as Limited Partners in the Partnership, in order to raise additional capital for the Partnership or for any other proper Partnership purpose; provided that the total Units of the Partnership shall not exceed 250,000 Units at any one time outstanding. The General Partners shall have sole and complete discretion in determining the consideration and terms and conditions with respect to any such future issuance of Units, and the General Partners are authorized and directed to do all things which they deem to be necessary or advisable in connection therewith.
Section 8.4 No Partner shall be required to contribute to the capital of the Partnership anything of value other than the Units of Terminating Partnerships set forth as his contribution opposite his signature hereto.
