Capital Requirements; Capital Contributions Sample Clauses

Capital Requirements; Capital Contributions. (a) In the event that the Members determine that the Company requires funding in addition to internally generated cash and any Capital Contributions from Members previously specifically agreed to be funded by the Members, they will first consider raising such funds through loans from Third Parties. If loans from Third Parties are not available, the Members shall consider raising funding from the Members by providing all Members with the right to make voluntary, pro rata Capital Contributions, with no such Capital Contribution to be made unless all Members agree to fund on a pro rata basis. (b) No Member shall be obligated to make Capital Contributions to the Company, other than Capital Contributions previously specifically agreed to be funded by the Members. In the event that a Capital Contribution is to be made to the Company, the Company shall give each Member written notice of such determination at least 10 days prior to the date for making such Capital Contribution, specifying the amount of the Capital Contribution and the date on which it is to be made.
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Capital Requirements; Capital Contributions. (a) In the event that the Board determines in its sole discretion that the Company requires additional funding, it will first consider raising such funds through loans from the Members (or their Affiliates) or, at the Board’s sole discretion, Third Parties. Loans from Members (and their Affiliates) will be on terms comparable to those that could be obtained by the Company in an arm’s-length financing with a Third Party, as determined in good faith by the Board. Tribune Member shall have the right to participate with Cablevision Member or any Affiliate thereof in any such loan to the Company made by Cablevision or an Affiliate thereof, pro-rata according to its Percentage Share. No Member shall be required to participate in any such loan, and in the event that the Members (including the Cablevision Member) are unwilling to loan sufficient funds to the Company to meet the Board’s funding call, the Board may call for Capital Contributions as provided in paragraph (b) below. The Board shall not be required to consider raising such funds through loans (whether from Third Parties or the Members) if it has determined to accept a Capital Contribution from the Cablevision Member consisting of assets other than cash. (b) Except as provided in Section 1.3(a) or 1.3(b), no Member shall be obligated to make Capital Contributions to the Company. In the event that the Board in its discretion determines that a Capital Contribution should be made to the Company (which may be in the form of cash or assets), other than by a new Member that is not an Affiliate of a Member in consideration of the issuance to such Member of its Company Interest, it shall give each other Member written notice of such determination at least 10 days prior to making such Capital Contribution, specifying the amount of the Capital Contribution and the date on which it is to be made. Each other Member may elect to participate in such Capital Contributions (pro-rata in accordance with its Percentage Share) by giving written notice to the Company at least 5 days prior to the date specified for the making of the Capital Contribution. In the event of a Capital Contribution of assets by the Cablevision Member, any matching Capital Contribution made by the other Members shall be in the form of cash. The Agreed Value of the assets contributed (x) pursuant to the exercise of the contribution option contained in the Melville Lease (such assets are referred to herein as the “Melville Premises”) will be determin...

Related to Capital Requirements; Capital Contributions

  • 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.

  • Member Capital Contributions (Check One)

  • 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:

  • 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).

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

  • Additional Funds and Capital Contributions 30 SECTION 4.4 NO INTEREST; NO RETURN................................................................... 31 SECTION 4.5 NOTE DEFICIENCY CAPITAL CONTRIBUTION..................................................... 31

  • FINANCIAL CONTRIBUTIONS (§5.d): Owner shall use reasonable efforts to seek contributions and grants from Capital Metro Transit Authority (CMTA) and Xxxxxx County.

  • 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.

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

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