Initial Capital Contributions and Issuance of Units Sample Clauses

Initial Capital Contributions and Issuance of Units. The Capital Contributions which each Member has made or is required to make to the Company are set forth on Exhibit A.
Sample 1
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Initial Capital Contributions and Issuance of Units. Capital Contributions shall be made by the following Members on the Effective Date by contributing, transferring, assigning, and conveying to the Company the following assets: (a) Big River shall contribute all assets related to the Project as more particularly described in Schedule 2.2(a); and BIG RIVER RESOURCES GXXXXXXX, LLC OPERATING AGREEMENT (b) US BioEnergy shall contribute the build slot that is more particularly described in Schedule 2.2(c) plus cash in the amount of Four Million Dollars ($4,000,000.00). The assets described in Sections 2.2(a) and (b) shall be contributed and transferred to the Company free and clear of any liens, charges, claims, encumbrances, security interests or options, by instruments, documents and agreements necessary or appropriate to accomplish such contribution and transfer, in form reasonably acceptable to US BioEnergy and Big River. The assets contributed pursuant to Sections 2.2(a) and (b) shall be deemed to have a Gross Asset Value of Four Million Dollars ($4,000,000.00) for purposes of determining each Member’s Capital Contributions and the value of each Member’s Capital Account. No Member shall be reimbursed for any expenses incurred by such Member in connection with the assets described in Sections 2.2(b) and (c), except that the Company shall within ten (10) days of the Effective Date reimburse Big River $59,300.16 for certain development costs associated with the Project. In addition, within ten (10) days of providing written notice to the Company, the Company shall reimburse Big River for 100% of any documented development costs incurred and paid by Big River to third parties related to the Project (which costs may be audited and approved by the Company prior to reimbursement). The number of Units issued to the Members and their respective Capital Contributions are stated as of the Effective Date in EXHIBIT A attached hereto and made a part hereof and shall be reflected in the books and records of the Company.
Sample 1
Initial Capital Contributions and Issuance of Units. As of the date hereof, the Members listed on Schedule A have acquired the number and type of Units and have made or will make the Capital Contributions with respect thereto, as stated on Schedule X. Xxxx has contributed the assets set forth on Schedule A as his Capital Contribution, which constitute all of the assets useful to or used by Hyperspring or its affiliates with respect to the business to be conducted by IQ (the "Assets"). Xxxx represents and warrants to GSE that: (i) he has good and marketable title to all of the Assets, free and clear of all liens and encumbrances; (ii) upon the contribution of the Assets to the Company, the Company shall have good and marketable title thereto, free and clear of any and all liens or encumbrances; (iii) none of the Assets infringes the intellectual property rights of any other Person; and (iv) the contribution of the Assets to the Company will not, directly or indirectly, with or without notice or lapse of time, contravene, conflict with, or result in a violation or breach of (X) any provision of any agreement to which Xxxx is subject or by which he is bound; (Y) any law, regulation, or legal requirement or order to which Xxxx or any of the Assets are bound or subject. In the event of any breach of the foregoing warranties, the value of Dale's contribution and the number of Units issued to him shall be equitably reduced.
Sample 1

Related to Initial Capital Contributions and Issuance of Units

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • 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.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

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

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

  • 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:

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

  • 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 Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • 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.

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