Capital Contributions; Schedule of Unitholders Sample Clauses

Capital Contributions; Schedule of Unitholders. Each Unitholder named on the Schedule of Unitholders attached hereto has made Capital Contributions to the Company as set forth on the Schedule of Unitholders in exchange for the Units specified thereon. Any reference in this Agreement to the Schedule of Unitholders shall be deemed a reference to the Schedule of Unitholders as amended and in effect from time to time. The Company may (but need not) issue certificates representing the Units (such Units then being “Certificated Units”). The Company may issue fractional Units. The ownership by a Member of Units shall entitle such Member to allocations of Profits and Losses and Distributions of cash and other property as set forth in Article IV.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Capital Contributions; Schedule of Unitholders. Each Person named on Schedule A has made Capital Contributions to the LLC as set forth on Schedule A in exchange for the Units specified thereon. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A as amended, supplemented and in effect from time to time. Each Person listed on Schedule A, upon (i) such Person’s execution of this Agreement or a counterpart signature page hereto and (ii) receipt (or deemed receipt) by the LLC of such Person’s Capital Contribution as set forth on Schedule A, is hereby admitted to the LLC as a Unitholder of the LLC. The Board may in its discretion issue certificates to the Unitholders representing the Units held by each Unitholder. The Board may in its discretion provide any Unitholder (other than the Investors and the Contributors) with Schedule A in summary form and may omit the amount of Capital Contributions made by and Units held by each other Unitholder.
Sample 1
Capital Contributions; Schedule of Unitholders. Each Unitholder named on the Schedule of Unitholders has made Capital Contributions to the Company as set forth on the Schedule of Unitholders in exchange for the Units specified thereon. Any reference in this Agreement to the Schedule of Unitholders shall be deemed a reference to the Schedule of Unitholders as it may be amended by the Board (without the need for consent of the Members) from time to time. The Company may (but need not) issue certificates representing the Units (such Units then being “Certificated Units”). The Company may issue fractional Units. The ownership by a Member of Units shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV and Section 12.2(c). No Unitholder shall be required to make any additional Capital Contribution to the Company.
Sample 1
Capital Contributions; Schedule of Unitholders. The Capital Accounts of each Unitholder as of the Effective Date are as set forth on the Schedule of Unitholders under the column titled “Capital Accounts” opposite such Unitholder’s name giving effect to the recapitalization and other transactions contemplated by this Agreement and the Recapitalization Agreement. The aggregate number and class of Units owned by each Unitholder is as set forth on the Schedule of Unitholders opposite such Unitholder’s name under the applicable column, giving effect to the recapitalization contemplated by this Agreement and the Recapitalization Agreement. Holdings LLC may (but need not) issue certificates representing the Units (“Certificated Units”), and the Members agree and acknowledge that, on the Effective Date, neither the Units nor any other Equity Securities of Holdings LLC are certificated and any such previously issued certificates are hereby cancelled and void. Holdings LLC may issue fractional Units. The ownership by a Member of Common Units shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV hereof. If additional Capital Contributions are made with respect to Equity Securities issued in compliance with this Agreement, the Board or an authorized officer of Holdings LLC shall have the power to amend the Schedule of Unitholders subject to the terms of this Agreement without the further vote, act or consent of any other Person to reflect such additional Capital Contributions.
Sample 1
Capital Contributions; Schedule of Unitholders. Each Unitholder named on the Schedule of Unitholders has made or has been deemed to have made Capital Contributions to Holdings LLC as set forth on the Schedule of Unitholders in exchange for the Units specified thereon. Any reference in this Agreement to the Schedule of Unitholders shall be deemed a reference to the Schedule of Unitholders as amended in accordance with this Agreement and in effect from time to time. Holdings LLC may (but need not) issue certificates representing the Units (“Certificated Units”). Holdings LLC may issue fractional Units. The Board may in its discretion provide any Unitholder (other than the Summit Investors or the Xxxxxxx Investors) with the Schedule of Unitholders in summary form and may omit the amount of Capital Contributions made by and the Units held by each other Unitholder. For the avoidance of doubt, no holder of Incentive Units shall be entitled, by virtue of their ownership of Incentive Units, to any information regarding any other Unitholder, including, without limitation, the Schedule of Unitholders. The ownership by a Unitholder of Class A Units, Class B Units, Incentive Units and any other Units shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV.
Sample 1
Capital Contributions; Schedule of Unitholders. Each Unitholder named on the Schedule of Unitholders attached hereto has made Capital Contributions to the Company as set forth on the Schedule of Unitholders in exchange for the Units specified thereon. Any reference in this Agreement to the Schedule of Unitholders shall be deemed a reference to the Schedule of Unitholders as amended and in effect from time to time. The Company may (but need not) issue certificates representing the Units (such Units then being “Certificated Units”). The Company may issue fractional Units. The ownership by a Member of Units shall entitle such Member to allocations of Profits and Losses and Distributions of cash and other property as set forth in Article IV hereof. Seller, pursuant to the Asset Purchase Agreement, sold or contributed to the Company certain of its assets for immediately available funds, Class I Units and the assumption of certain liabilities (the “Consideration”). The Consideration for federal and state income tax purposes will be allocated to each iMortgage Asset being sold or contributed pursuant to the Asset Purchase Agreement pursuant to the methodology described on Schedule 3.4 of the Asset Purchase Agreement. For federal and state income tax purposes, the purchase and sale is treated as the Seller selling to the Company a particular percentage undivided interest (i) Seller contributing to the Company a particular percentage undivided interest in each iMortgage Asset for the portion of the Consideration in Class I Units, subject to the same undivided interest in the liabilities assumed for income tax purposes; and the percentage undivided interest in each iMortgage Asset either sold or contributed shall be determined by the methodology set for in Schedule 3.4 of the Asset Purchase Agreement. The particular undivided interest in each iMortgage Asset treated as contributed or the particular undivided interest in each iMortgage Asset treated as sold shall be determined by reference to the proportion of Consideration that is delivered in immediately available funds and the proportion of the Consideration that is equal to the value of the Class I Units received by Seller. The aggregate value of the iMortgage Assets contributed to Seller (i.e., the opening Book Value) in exchange for the Class I Units as determined by the valuation and as allocated pursuant to the methodology described on Schedule 3.4 of the Asset Purchase Agreement shall be the opening Capital Account for the Seller (the “Contribution Amount...
Sample 1

Related to Capital Contributions; Schedule of Unitholders

  • 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:

  • Member Capital Contributions (Check One)

  • 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.

  • 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.

  • Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

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

  • 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.

  • 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).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!