Capital Contributions of the Members. Upon the execution of this Agreement, CNL and Bainbridge shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital”. Such initial capital contribution by Bainbridge shall constitute a portion of “Bainbridge’s Initial Capital”. Bainbridge’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” Such Initial Capital Contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). In no event shall the aggregate amount of CNL’s Initial Capital exceed Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall Bainbridge’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) without the express written approval of Bainbridge (the “Bainbridge Maximum Initial Capital”). Any Construction Cost Overruns funded by Developer shall not be treated as a contribution by Developer or Bainbridge to the Company or in any manner construed so as to increase Bainbridge’s Capital Account or Bainbridge’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge under this Agreement, shall not be treated as a Member Loan by Bainbridge to the Company, and, except to the extent set forth in the Development Agreement, shall not entitle Developer or Bainbridge to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.
Capital Contributions of the Members. The Members shall make such Capital Contributions as shall result in the issuance of Units described for each Member in Exhibit “A”. No interest shall accrue on any Capital Contribution and the Members shall not have the right to withdraw or be repaid any Capital Contribution except as provided in this Agreement.
Capital Contributions of the Members. The Members have heretofore made or are deemed to have made Capital Contributions to the Company. Except as provided by law or in Section 4.2, 4.3, or 10.4 hereof, the Members shall have no obligation or, except with the prior Consent of the Managing Member, right to make any additional Capital Contributions or loans to the Company. The Managing Member shall cause to be maintained in the principal business office of the Company, or such other place as may be determined by the Managing Member, the Member Registry of the Company, which shall include, among other things, a register containing the name, address, and number, class and series of Membership Units of each Member, and such other information as the Managing Member may deem necessary or desirable. The Member Registry shall not be part of this Agreement. The Managing Member shall from time to time update the Member Registry as necessary to accurately reflect the information therein, including as a result of any sales, exchanges or other Transfers, or any redemptions, issuances or similar events involving Membership Units. Any reference in this Agreement to the Member Registry shall be deemed a reference to the Member Registry as in effect from time to time. Subject to the terms of this Agreement, the Managing Member may take any action authorized hereunder in respect of the Member Registry without any need to obtain the consent or approval of any other Member. No action of any Member shall be required to amend or update the Member Registry. Except as required by law, no Member shall be entitled to receive a copy of the information set forth in the Member Registry relating to any Member other than itself.
Capital Contributions of the Members. Each Member has previously made Capital Contributions to the Company. Immediately upon execution of this Agreement, all existing limited liability company interests of the Company issued and outstanding as of immediately prior to the execution of this Agreement automatically shall be converted into Membership Common Units as set forth in the Register. Except as provided by law or in Section 4.2, 4.3, 10.3.C or 10.4 hereof, the Members shall have no obligation or, except with the prior written consent of the Managing Member, right to make any Capital Contributions or loans to the Company.
Capital Contributions of the Members. At the time of their respective execution of this Agreement, the Members shall make or shall have made Capital Contributions as set forth in Exhibit A to this Agreement (with respect to each Member, such Member’s “Initial Capital Contribution”). Except as required by law, as otherwise provided in Sections 4.3, 4.4 and 10.5, or as otherwise agreed to by any Member and the Managing Member, no Member shall be required or permitted to make any additional Capital Contributions or loans to the Company.
Capital Contributions of the Members. The Members have heretofore made Capital Contributions to the Company. Except as provided by law or in Section 4.2, 4.3, or 10.4 hereof, the Members shall have no obligation or, except with the consent of the Board, right to make any additional Capital Contributions or loans to the Company. The Board shall cause to be maintained in the principal business office of the Company, or such other place as may be determined by the Board, the books and records of the Company, which shall include, among other things, a register containing the name, address, and number, class and series of Units of each Member, and such other information as the Board may deem necessary or desirable (the “Register”). The Register shall not be part of this Agreement. The Board shall from time to time update the Register as necessary to accurately reflect the information therein, including as a result of any sales, exchanges or other Transfers, or any redemptions, issuances or similar events involving Units. Any reference in this Agreement to the Register shall be deemed a reference to the Register as in effect from time to time. Subject to the terms of this Agreement, the Board may take any action authorized hereunder in respect of the Register without any need to obtain the consent or approval of any other Member. No action of any Member shall be required to amend or update the Register. Except as required by law, no Member shall be entitled to receive a copy of the information set forth in the Register relating to any Member other than itself.
Capital Contributions of the Members. (a) IDT Sub has made a Capital Contribution to the Company in the form of the IDT Sub Shares, as of the date of the Limited Liability Company Agreement, with 1,300,000 shares of Common Stock exchanged for Class B Membership Interests and 8,696,750 shares of Common Stock exchanged for Class A-1 Membership Interests. AT&T Sub has made a Capital Contribution to the Company in the form of the AT&T Sub Shares, as of the date of the Amended and Restated Limited Liability Company Agreement, with 6,200,000 shares of Common Stock exchanged for Class A Membership Interests and 12,700,000 shares of Common Stock exchanged for Class B Membership Interests. No other Member is making a Capital Contribution. The Exchange Transactions are hereby approved in all respects.
(b) Each of AT&T Sub and IDT Sub represents, warrants and acknowledges that immediately prior to its Capital Contribution, it owned the AT&T Sub Shares or the IDT Sub Shares, as applicable, beneficially and of record, free and clear of any mortgage, pledge, lien, security interest, claim, restriction, charge or encumbrance of any kind. Each of AT&T Sub and IDT Sub represents, warrants and acknowledges that it owns its Membership Interests, subject, in the case of AT&T Sub, to the Exchange Agreements, beneficially and of record, free and clear of any mortgage, pledge, lien, security interest, claim, restriction, charge or encumbrance of any kind, other than as provided in the Transaction Agreements.
(c) The Membership Interests held by each Member and the Capital Contributions attributable to each class of Membership Interests held by each Member, before and after giving effect to the Exchange Transactions, are set forth on Schedule III hereto, as such schedule may be hereafter amended from time to time.
Capital Contributions of the Members. (a) T-Asia shall contribute such cash to the capital of the Company as the Manager may determine from time to time to be necessary or appropriate, less any such cash that Xxxxxx chooses to contribute pursuant to Section 2.1(b) below.
(b) Xxxxxx is, on or about the date of this Agreement, contributing $1,000 to the capital of the Company. At any time the Manager determines that additional contributions from the Members are necessary or appropriate, Xxxxxx shall be permitted to make such additional contributions to the Company up to any amount as will reduce T-Asia’s Preferred Capital to, and/or maintain T-Asia’s Preferred Capital at, zero. Specifically, if Xxxxxx gives written notice, within the ten (10) day period ending the day before the first day of a month, that he desires to contribute some share of any capital that is contributed to the Company during such month (based on the Manager’s determination that the contribution of such capital is necessary or appropriate), and the maximum amount of capital that he is willing to contribute to the Company during such month, then he shall be entitled (and required) to contribute such share of any capital contributed during such month, up to such maximum amount. In the absence of any such written notice, Xxxxxx shall be deemed to have elected not to contribute any share of any capital contributed during such month. Except as aforesaid, Xxxxxx shall not be required to make any additional contribution to the capital of the Company, although certain distributions otherwise to be made to Xxxxxx will be withheld by the Company until T-Asia’s Preferred Capital has been reduced to zero, all in accordance with Sections 3.1 and 8.1 of this Agreement.
Capital Contributions of the Members. Concurrent with the execution of this Agreement, the Members have made the Capital Contributions as set forth in the Member Registry. On the date hereof, the Members own Units in the amounts set forth in the Member Registry and have Percentage Interests in the Company as set forth in the Member Registry. The number of Units and Percentage Interest shall be adjusted in the Member Registry from time to time by the Managing Member to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Units or other Interests, or similar events having an effect on a Member’s Percentage Interest occurring after the date hereof in accordance with the terms of this Agreement. To the extent the Company acquires any property by the merger of any other Person into the Company or any of its Subsidiaries, Persons who receive Units or other Interests in exchange for their interests in the Person merging into the Company or any Subsidiary shall become Members and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement and as set forth in the Member Registry. Except as provided in Sections 7.5, 10.5 and 13.3 hereof, the Members shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Company (whether in the form of loans, repayments of loans or otherwise). Except as otherwise set forth in Section 13.3 hereof, no Member shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Company or otherwise.
Capital Contributions of the Members.
(a) The Non-Managing Members shall contribute capital to the Fund in cash in installments pro rata in proportion to their Remaining Commitments, payable by wire transfer, upon at least 5 business days’ prior written notice from the Managing Member at such time and in such amount as shall be specified in such notice. The obligation of each Non-Managing Member to pay the balance of its Remaining Commitment shall accrue regardless of whether one or more of the other Members shall fail to pay all or any portion of its Capital Commitment.
(b) Notwithstanding the foregoing, with respect to the Fund’s initial request for capital contributions in accordance with paragraph 4.2(a), the Managing Member shall not issue a capital call to an ERISA Member if the Fund’s assets are, or are expected to be, Plan Assets of any ERISA Member, as determined by the Managing Member in its discretion.
(c) The Managing Member may cause the Fund to return all or a portion of any capital contribution intended for a proposed investment which is not consummated as anticipated (including with respect to the amount invested) to the Members pro rata in proportion to their respective capital contributions and the amount returned shall be deemed not to have been contributed for all purposes under this Agreement and shall increase each Member’s Remaining Commitment.