Claims of Members Sample Clauses

Claims of Members. The Members shall look solely to the Company's assets for the return of their Capital Contributions, and if the assets of the Company remaining after the payment or discharge of the debts, claims, obligations, liabilities, losses, damages, costs or expenses of the Company shall be insufficient to return such Capital Contributions, the Members shall have no recourse against the Company or any other Member.
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Claims of Members. The Members shall have no right to the return of their capital contributions, if any, other than as specifically provided herein and shall have no recourse against the Company or any Covered Person for the return of such amount, other than as specifically provided herein.
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Claims of Members. Upon dissolution of the Company, the Members and former Members shall look solely to the Company's assets for the return of their capital contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Members and former Members shall have no recourse against the Company or any other Member, and notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, no Member shall be obligated to contribute any amount of any deficit in such Member's Capital Account.
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Claims of Members. Upon dissolution of the Company, the Members shall look solely to the Company's assets for the return of their Capital Contributions and the repayment of any loans to the Company, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions or repay such loans, the Members shall have no recourse against the Company or any other Member. No Member shall be required to pay to the Company or any Member or other Person any deficit or negative balance which may exist in such Member's Capital Account from time to time or upon liquidation of the Company. A negative Capital Account shall not be considered a loan from or an asset of the Company.
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Claims of Members. No Member shall have a right to demand a return of any Contribution made pursuant to this Agreement or the Transaction Agreement.
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Claims of Members. Each Member shall look solely to the Company Property for all distributions with respect to the Company, such Member’s Capital Account, and such Member’s share of Net Income, Net Loss and other items of income, gain, loss and deduction, and shall have no recourse therefor (upon dissolution or otherwise) against any other Member.
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Claims of Members. 15 ARTICLE V Capital Accounts, Allocations and Tax Matters............15 SECTION 5.01. CAPITAL ACCOUNTS............................................15 SECTION 5.02. ALLOCATIONS.................................................17 SECTION 5.03. ALLOCATIONS FOR FEDERAL INCOME TAX PURPOSES.................21
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Claims of Members. 39 ARTICLE VII TRANSFER OF LLC INTERESTS..........................40
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Claims of Members. The Members and former Members shall look solely to the Company's assets for the payment of any claims under this Agreement, and shall have no recourse against any individual Member for such claims.
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Related to Claims of Members

  • Claims of the Members The Members and former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any other Member.

  • Rights of Members (a) Each Member irrevocably waives any right that it may have to maintain an action for partition with respect to the property of the Company. (b) Except as otherwise provided in this Agreement, (i) each Member shall look solely to the assets of the Company for the return of its Capital Contributions, and (ii) no Member shall have priority over any other Member as to the return of its Capital Contributions, distributions or allocations.

  • VOTES OF MEMBERS On the show of hands every Member present in person shall have one vote. On a poll every Member present in person or by proxy shall have one vote.

  • DISPUTES OF MEMBERS Disputes among Members will be decided by a majority vote. A Member has votes according to that Member’s percent of ownership interest (e.g., 11% ownership equals 11 votes). A majority vote is necessary for an action to take place. Any vote under this Section may occur, provided a quorum of the membership interests is present for the vote. In the event of a split vote among the Members, the Chief Executive Member shall cast a vote to break the tie. Members are required to vote on at least one resolution that attempts to address and resolve the dispute between the Members prior to any Member bringing a direct action under Section 7-80-713 of the Act. Subject to Section 7-80-714 of the Act, Members may maintain a derivative action to enforce a right of the Company, provided the acting Member properly demands the other Member(s) to enforce the right of the Company, or the acting Member adequately declares with particularity that such demands are futile.

  • Powers of Members The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. Except as expressly provided herein, the Members shall have no power to bind the Company and no authority to act on behalf of the Company.

  • Voting Rights of Members The Members shall have voting rights as defined by the Membership Voting Interest of such Member and in accordance with the provisions of this Agreement. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of Directors.

  • Claims and Suits (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank with respect to which the Receiver has indemnified the Assuming Bank in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank with respect to any of its obligations under this Agreement. (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

  • List of Members Upon written request of any Member, the Managers shall provide a list showing the names, addresses and Percentage Interests of all Members in the Company.

  • Liability of Members The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

  • Liability of Member and Managers Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

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