Contributions of Capital Sample Clauses

Contributions of Capital a. The Company's initial capital shall consist of the contribution by the Members as described by the following: i. NDS will contribute output from its CityNet web site exclusively to the Site, a file server with sufficient capacity, an Internet line connection of sufficient capacity (T1 or greater) and 300,000 shares of NDS common stock. ii. FINET will contribute output from its iQualify web site or any other Finet controlled site which markets the "Desktop Underwriter Program", which is the multi lender platform for loan approval provided through Fannie Mae. iii. Each Member agrees to diligently do all acts necessary to transfer the above described contributions, as may be reasonably required to carry out the intent and purpose of this Agreement. b. The respective initial ownership interest in the Company shall be: i. NDS shall own 50% of the Company; and, ii. FINET shall own 50% of the Company. c. Except as is otherwise provided herein, no Member may withdraw any portion of the capital of the Company and no Member shall be entitled to the return of that member's contribution to the capital of the Company except upon dissolution of the Company or the withdrawal of that Member from the Company in accordance with the terms and conditions described herein. d. Additional contributions of capital by the Members shall be determined upon the mutual consent of the Members. Upon approval of additional contribution to capital, the contribution shall be given within thirty (30) days after the determination by the mutual consent of the Members. If within the time period provided, any Member fails to make his additional capital contribution, as was mutually agreed upon, the other Member may, within a period of thirty (30) days after the end of the time the contribution was due, either: i. Make an additional capital contribution in a sum equal to that which the defaulting Member was required to make, in which case the Members' capital and income accounts shall be adjusted accordingly, or ii. Cause the Company to be dissolved. e. Except as otherwise provided herein, the capital of the Company may be contributed in the form of cash, personal property, equipment, personal services rendered or in any other manner which in the general course of business affairs is recognized as representing valid legal consideration and is mutually agreed upon by the Members. Upon establishment of the Company's Site to the mutual satisfaction of the Members, the initial capital accounts of...
Sample 1
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Contributions of Capital. The members have agreed on the following schedule for contribution of initial capital to the Company: on or before August 1, 1999, the balance from each member of its respective required capital contribution.
Sample 1
Contributions of Capital. Electro has made the contributions to the capital of the Company, subject to the Company's assumptions of certain liabilities of Electro, all as set forth on Exhibit B attached hereto. Schoxx xxx acquired from Electro, 49% of Electro's capital account as of the date hereof (prior to the contribution of $300,000 by Electro as contemplated by Section 1.9(a) of the Joint Venture Formation Agreement) and will acquire an additional 1% of Electro's capital account upon the exercise of the Option.
Sample 1
Contributions of Capital. 4.1 Each of the Partners has contributed to the Partnership all of his or her undivided right, title, and interest in and to a house and lot known as Drive, situate in Township, County, State of , with all the improvements located thereon (such property will be referred to herein as the "XXX Property"). 4.2 The Partners may make additional capital contributions to the Partnership, whether in the form of cash or interests in property, real or personal, but they will not be required to do so unless all the Partners by unanimous written consent agree to make such additional contributions. Any additional contributions of capital made by the Partners will be described in the books and records of the Partnership. 4.3 Neither the Partnership nor any Partner will be subject to or assume any liability for any indebtedness, in the form of a mortgage note or otherwise, as to any property transferred by a Partner to the Partnership for himself or on behalf of the Partners, and the Partner making such transfer hereby agrees to indemnify and hold harmless all other Partners for any proportionate amount required to be paid by the Partnership or such other Partners in connection with such indebtedness, including costs and attorney's fees.
Sample 1
Contributions of Capital. 4.1 All Capital to be contributed by the General Partner and the Limited Partners shall be made available in cash. 4.2 The initial capital to be contributed by each Partner, General and Limited, shall be the amount of [AMOUNT] 4.3 Each partner shall be personally liable to the Partnership for the full amount of his or her initial capital contribution. 4.4 The Limited Partners shall be required to make additional capital contributions to the Partnership, on written request by the General Partner, the Partner's pro rata share (the ownership percentage set opposite the name of each Limited and General Partner in Appendix "A") of all costs, expenses, or charges with respect to the operation of the Partnership and the ownership operation, maintenance, and upkeep of any Partnership property including but not limited to ad valorem taxes, debt amortisation (including interest payments), insurance premiums, repairs, professional fees, wages, and utility costs] to the extent such costs, expenses, or charges exceed the income, if any, derived from the Partnership and the proceeds of any loans made to the Partnership. 4.4.1 If any Partner fails or refuses to contribute the entire amount of the initial capital called for and/or the additional capital as called for, the General Partner shall be authorised to declare forfeited Partner's capital account and ownership interest as liquidated damages for the failure.
Sample 1
Contributions of Capital 
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Related to Contributions of Capital

  • Return of Capital Contributions No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

  • Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.

  • Distributions of Cash Flow Cash flow for each taxable year of the Company shall be distributed to the Member at such times and in such amounts as the Member shall determine.

  • Limitations on Return of Capital Contributions Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

  • Interest on and Return of Capital Contributions No Member shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein.

  • Return of Capital (a) Except pursuant to the Exchange Rights Agreements, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. (b) Except as provided in Articles 5, 6 and 13 hereof, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions.

  • Capital Contributions of the Partners (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

  • Priority and Return of Capital No Member shall have priority over any other Member, either as to the return of Capital Contributions or as to Net Profits, Net Losses or Distributions. This Section shall not apply to loans (as distinguished from Capital Contributions), which a Member has made to the Company.

  • Transfer of Capital Accounts The original Capital Account established for each substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such substituted Member succeeds, at the time such substituted Member is admitted to the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of the transfer of Shares. Any reference in this Agreement to a Capital Contribution of or distribution to a Member that has succeeded any other Member shall include any Capital Contributions or distributions previously made by or to the former Member on account of its Shares.

  • 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).

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