CAPITAL CONTRIBUTIONS BY THE MEMBERS. (a) Upon execution hereof, or at such other times as determined by the Managing Member, each Member shall contribute in cash to the capital of the Company an amount in the aggregate equal to that set forth opposite his/her/its name on Schedule A attached hereto.
(b) A Member's interest in the Company shall be represented by the percentage interest held by such Member. Each Member's respective initial interest in the Company is set forth opposite his/her name on Exhibit B attached hereto.
6.2 No Member shall have the right to withdraw any part of his Capital Contribution or receive any distribution, except in accordance with the provisions of this Operating Agreement. No interest shall be paid on any Capital Contribution.
6.3 No Member shall have any priority over any other Member with respect to the return of Capital Contributions.
6.4 The Company shall maintain a capital account (a "Capital Account") for each Member within the provisions of Treasury Regulation Section 1.704-1 (b) (2) (iv) as such regulation may be amended from time to time. Without limiting the foregoing, the Member's Capital Accounts shall be adjusted as follows:
(a) Subject to the last sentence of Section 6.4 (c), the Capital Account of each Member shall be credited with (i) an amount equal to such Member's initial cash contribution and any additional cash contributions to the Company and the fair market value of property or securities contributed to the Company (net of liabilities secured by such property) if a contribution of property or securities shall be permitted by the Company and (ii) such Member's share of the Company's Net Profits and Gain from Capital Transactions (including income and gain exempt from tax).
(b) Subject to the last sentence of Section 6.4 (c), the Capital Account of each Member shall be debited by (i) the amount of cash distributions to such Member and the fair market value of property and/or securities distributed to the Member (net of liabilities secured by such property and/or securities) and (ii) such Member's share of the Company's Net Loss and Net Loss from Capital Transactions (including expenditures which are not permitted to be capitalized or deducted for tax purposes).
(c) Upon the transfer of an interest in the Company, the Capital Account of the transfer Member (as adjusted, if at all, as required by this Section 6.4) that is attributable to the transferred interest will be carried over to the transferee Member. The Capital Account will not be adj...
CAPITAL CONTRIBUTIONS BY THE MEMBERS. The Member shall not be obligated to make capital contributions to the Company and the Units shall be nonassessable.
CAPITAL CONTRIBUTIONS BY THE MEMBERS. The Members shall make Capital Contributions to the Company by purchasing Units for cash in accordance with Section 3.3 (“Cash Subscriptions”) or, if approved by the Manager, by contributing an eligible Investment Property to the Company in accordance with Section 3.4 below (“Property Subscriptions”). Cash Subscriptions and Property Subscriptions shall be made by prospective Members by executing a subscription agreement in a form and substance determined by the Manager (the “Subscription Agreement”) and delivering the fully completed Subscription Agreement to the Manager together with the appropriate payment or documentation required under this Article III. Units will be sold only to potential Members that meet the suitability requirements set forth in the Offering Statement and all Subscription Agreements received from investors are subject to acceptance by the Manager in its sole judgment. The Manager may issue fractional Units to Members if necessary in light of a Member's total Capital Contribution and the Unit Purchase Price in effect at the time such Capital Contribution is made.
CAPITAL CONTRIBUTIONS BY THE MEMBERS. On or prior to the Effective Date, the Members have collectively made contributions, or are deemed to have collectively made contributions, to the capital of the Company in exchange for a 100% membership interest in the Company as set forth on Appendix I. Without creating any rights in favor of any third party, the Members may, from time to time, make additional contributions of cash or property to the capital of the Company, but shall have no obligation to make any additional contributions.
CAPITAL CONTRIBUTIONS BY THE MEMBERS. In consideration of the issuance of ninety nine (99) Units in the Company to Member 1, Member I shall hereafter cause the contribution to the Company of 99% of the Acquired Partnership Interest (as defined in the Investment Agreement dated as of October 19, 1997, as amended and restated as of December 18,1997, among Universal Studios, Inc., for itself and on behalf of certain of its subsidiaries, HSN, Inc., Home Shopping Network, Inc., and Liberty Media Corporation, for itself and on behalf of certain of its subsidiaries). In consideration of the issuance of one (1) Unit in the Company to Member 2, Member 2 shall hereafter cause the contribution to the Company of 1% of the Acquired Partnership Interest. Except for the foregoing consideration, the Members shall not be obligated to make capital contributions to the Company and all Units issued to the Members shall be nonassessable.
CAPITAL CONTRIBUTIONS BY THE MEMBERS. The HHC Member shall contribute cash to the Company at such times and in such amounts as necessary in order to fund the operations of the Company. Under no circumstances shall the VS Member be required to make any Capital Contributions to the Company.
CAPITAL CONTRIBUTIONS BY THE MEMBERS. Shares shall be issued to the Members proportionately according to the capital contributions made by the Members. In consideration of the issuance to the Member of the number of Shares of the Company set forth on Exhibit A hereto, the Member has contributed the property set forth on Exhibit A hereto, and no other property, to the Company.
CAPITAL CONTRIBUTIONS BY THE MEMBERS. Within fifteen (15) days of the Effective Date, the Members shall make initial Capital Contributions to the Company as follows: Member Amount ------ ------ Cerprobe ________________________ US$122,100 Upsys ________________________ US$100,000
CAPITAL CONTRIBUTIONS BY THE MEMBERS. As of the date of this Agreement, each Member agrees to make its respective initial capital contribution set forth in subsections (a) and (b) below, each such contribution to be in accordance with the initial approved capital plan:
(a) Lear and AIM shall contribute good and marketable title to the assets specified in the Transfer Agreement (as hereinafter defined) (the "Lear Assets") subject to indebtedness of $10 million to be assumed by the Company but free and clear of all Liens other than Permitted Encumbrances. The Members agree that the Lear Assets are valued at $21 million (prior to considering the $10 million indebtedness) and shall constitute Lear'x xxx AIM's initial capital contribution and, in addition, shall entitle Lear to receive from the Company a preferred distribution of $3 million as provided in Section 4.2(d). The allocation of the total value of the Lear Assets to the individual assets will be agreed upon by Lear and Donnxxxx xxxhin thirty (30) days after Closing. The assumption of existing liabilities for each Member is being done to establish a desirable amount of leverage that is consistent with the business plan for the Company and is pursuant to a plan which is intended to qualify under Treasury Reg. Subsection.1.707-5(a)(4).
(b) Donnxxxx xxxll contribute good and marketable title to the assets described in the Transfer Agreement (the "Donnxxxx Xxxets") subject to indebtedness of $10 million to be assumed by the Company but free and clear of all Liens other than Permitted Encumbrances. The Members agree that the Donnxxxx Xxxets are valued at $18 million (prior to considering the $10 million indebtedness) and shall constitute Donnxxxx'x xxxtial capital contribution. The allocation of the total value of the Donnxxxx Xxxets to the individual assets will be agreed upon by Lear and Donnxxxx xxxhin thirty (30) days after Closing. The assumption of existing liabilities for each Member is being done to establish a desirable amount of leverage that is consistent with the business plan for the Company and is pursuant to a plan which is intended to qualify under Treasury Reg. Subsection.1.707-5(a)(4).
(c) Lear and Donnxxxx xxxl enter into a Services Agreement in the form attached as Exhibit A detailing certain services each will provide the Company. Lear and Donnxxxx xxxl enter into a Transfer Agreement with the Company in the form attached as Exhibit B detailing the method in which the Lear Assets and Donnxxxx Xxxets will be transferred to t...
CAPITAL CONTRIBUTIONS BY THE MEMBERS. The interests of the respective Members in the equity of the Company (their respective “Sharing Ratios”) are set forth on Schedule 4.1 attached to this Agreement. No interest shall accrue on any Capital Contribution and no Member shall have any right to be repaid any Capital Contribution except as provided in this Agreement.
