Capital Contributions Membership Interests. Each Member or an Affiliate of such Member shall contribute to the Company the assets and liabilities described in Section 2.02 of the JV Agreement as its respective initial Capital Contribution. No Member shall be required to make any additional Capital Contributions; provided, however, that the Members may be permitted to make additional Capital Contributions if and to the extent they so desire, in accordance with the provisions of Section 4.04.
Capital Contributions Membership Interests. Each Member has made an initial Capital Contribution and is deemed to own such Membership Interests in the amounts set forth opposite such Member’s name on Exhibit A attached hereto. The Board will cause Exhibit A to be updated upon the issuance or Transfer of any Membership Interests to any new or existing Member in accordance with this Agreement.
Capital Contributions Membership Interests. On or prior to the Effective Time each Member made a Capital Contribution. Each Member’s ownership of Membership Interests is in the amount set forth opposite such Member’s name and address on the Members Schedule. The Board of Managers shall maintain and update the Members Schedule upon the issuance or Transfer of any Membership Interests to any new or existing Member in accordance with this Agreement.
Capital Contributions Membership Interests. 3 ------------------------------------------- 5.1. Capital Contributions.............................................3 5.2. Notice and Funding of Capital Contributions.......................4 5.4. No Return of Capital Contributions................................5 5.5. Designated Additional Carry Members...............................5
Capital Contributions Membership Interests. (a) First American and FAREISI have previously caused the First American Companies to contribute to the Company certain assets and liabilities as their respective initial Capital Contribution. Experian has previously contributed to the Company certain assets and liabilities as its initial Capital Contribution. No Member shall be required to make any additional Capital Contributions; provided, however, that the Members may be permitted to make additional Capital Contributions if and to the extent they so desire, only in accordance with the provisions of Section 4.04.
(b) The Company shall establish and maintain a separate Capital Account for each Member in accordance with Regulations § 1.704-1(b)(2)(iv). Without limiting the foregoing, each Member shall receive a credit to its Capital Account in the amount of (i) the amount of any Capital Contribution made in cash, (ii) the fair market value (net of liabilities that the Company is considered to assume, or take subject to, under Section 752 of the Code) of any Capital Contribution made in property other than cash, and (iii) allocations to such Member of Net Profits. Each Member’s Capital Account shall be debited with (i) the amount of any cash and the fair market value of property distributed to such Member (net of liabilities that such Member is considered to assume or take subject to Section 752 of the Code), all as may be determined in accordance with this Agreement, and (ii) allocations of Net Losses. If a Member transfers all or a part of its Membership Interest in accordance with this Agreement, such Member’s Capital Account attributable to the transferred Membership Interest shall carry over to the new owner of such Membership Interest pursuant to Regulations § 1.704-1(b)(2)(iv)(l). If any property other than cash is distributed to a Member, the Capital Accounts of the Members shall be adjusted as if the property had instead been sold by the Company for a price equal to its fair market value and the proceeds distributed. Upon liquidation and winding-up of the Company, any unsold Company property shall be valued to determine the gain or loss which would result if such property were sold at its fair market value at the time of such liquidation. The Capital Accounts of the Members shall be adjusted to reflect how any such gain or loss would have been allocated under Article V if such property had been sold at the assigned values. No Member shall be obligated to restore any negative balance in its Capital...
Capital Contributions Membership Interests. The Member contributed the following amount, in cash, to the Company as an initial capital contribution in exchange for the membership interests in the Company in the percentage set forth below: Initial Capital Membership Name Contribution Interest Percentage Motorsport Network, LLC $ 100 100 %. The obligation of the Member to make a capital contribution is not intended to, and shall not be for the benefit of, enforceable by or provide any rights whatsoever to any person or entity, other than the Company. No other person or entity shall have any right whatsoever, directly or indirectly, through a relationship as a creditor or otherwise with the Member or the Company, to require capital contributions by the Member.
Capital Contributions Membership Interests. 11
Section 2.1 Issuance of Class B Membership Interests 11 Section 2.2 JPM Capital Contribution. 11 Section 2.3 Closing 11 Section 2.4 Conditions Precedent to the Obligations of JPM in Connection with the Closing 11 Section 2.5 Conditions Precedent to the Obligations of ONI in Connection with the Closing 11 ARTICLE III REPRESENTATIONS AND WARRANTIES OF ORMAT 15
Section 3.1 Organization, Good Standing, Etc. of ONI 15 Section 3.2 Organization, Good Standing, Etc. of the Company and Project Companies and Reorganization. 15 Section 3.3 Authority 15 Section 3.4 No Conflicts 16 Section 3.5 Absence of Litigation 16 Section 3.6 Ownership. 16 Section 3.7 Sufficiency of Assets 17 Section 3.8 Valid Interests 17 Section 3.9 Tax Matters. 17 Section 3.10 Financial Statements and Operating Reports 20 Section 3.11 Absence of Material Change 21 Section 3.12 Compliance with Applicable Law 21 Section 3.13 Environmental Matters 21 Section 3.14 Permits 21 Section 3.15 Insurance 22 Section 3.16 Real Property 22 Section 3.17 Personal Property 22 Section 3.18 Liens 23 Section 3.19 Material Contracts 23 Section 3.20 Employee Matters 23 Section 3.21 Affiliate Transactions 23 Section 3.22 Reserved. 23 Section 3.23 Reserved. 23 Section 3.24 QF Status 23 Section 3.25 Intellectual Property 24 - i - Section 3.26 Public Utility Holding Company 24 Section 3.27 Investment Company Act 24 Section 3.28 No Condemnation 24 Section 3.29 No Casualty 24 Section 3.30 Background Materials 24 Section 3.31 Other Matters. 25 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF JPM 25 Section 4.1 Organization, Good Standing, Etc 25 Section 4.2 Authority 25 Section 4.3 No Conflicts 25 Section 4.4 Absence of Litigation 26 Section 4.5 Information and Due Diligence 26 Section 4.6 Information and Investment Intent 26 Section 4.7 Security Interest 26 Section 4.8 Public Utility Holding Company 26 Section 4.9 No Other ONI Representations 26 Section 4.10 Tax Matters 27
Capital Contributions Membership Interests. Section 2.1 Issuance of Class B Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date JPM shall make a capital contribution to the Company and ONI will cause the Company to issue to JPM the Class B Membership Interests in the Company.
Capital Contributions Membership Interests. As of the date hereof, the Initial Voting Member shall make a Capital Contribution to the Company in the U.S. dollar ($) values as set forth on Schedule II hereto. The Members are not required to make any additional Capital Contribution to the Company. However, a Member may make additional Capital Contributions to the Company at any time upon the written consent of such Member and the existing Voting Members. As of the date hereof, the Initial Member(s) hereby receive the Membership Interest as set forth in Schedule I of this Agreement. The provisions of this Section 4.1 are intended solely to benefit the Members and no Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.
Capital Contributions Membership Interests
