Initial Capital Contributions by the Members Sample Clauses

Initial Capital Contributions by the Members. Each Member shall make its initial Capital Contribution to the Company (“Initial Capital Contribution”) subject to the terms and conditions of this Agreement and in the following manner:
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Initial Capital Contributions by the Members. As of the date of formation of the Company, RMC Insurance made a Capital Contribution to the Company of its undivided interest in the Property, and Rural/Metro made a Capital Contribution to the Company of $22,500. The Members agree that the Gross Asset Value of the Property at the time of its contribution to the Company was $2,250,000.
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Initial Capital Contributions by the Members. Within thirty (30) days from the Licensing Date, each Member shall make its initial Capital Contribution to the Company (“Initial Capital Contribution”) subject to the terms and conditions of this Agreement and in the following manner: (a) MGM Jean’s Initial Capital Contribution: (i) MGM Jxxx will contribute the MGM Jxxx Members Ownership Interests (the date on which MGM makes its Initial Capital Contribution shall be referred to as the “Initial Capital Contribution Date”). At the time of such contribution, the MGM Jxxx Members shall own all of the MGM Jxxx Assets. Notwithstanding anything to the contrary contained in this Agreement, the Members stipulate that the initial Gross Asset Value of the MGM Jxxx Members Ownership Interests for purposes of determining MGM Jean’s initial Capital Contribution to the Company is equal to One Hundred and Fifty Million Dollars ($150,000,000) (the “Contribution Value”) as immediately thereafter reduced by the Seventy-Five Million Dollars ($75,000,000) distributed to it pursuant to Section 4.4 hereof. (ii) MGM Jean’s contribution of the MGM Jxxx Members Ownership Interests, including all of the MGM Jxxx Assets held by the MGM Jxxx Members, will be made subject to the following warranties and representations in addition to any other warranties and representations set forth within this Agreement, all of which representations and warranties shall be made as of the date of the execution of this Agreement, provided that, to the extent that Mxxxxxx Xxxxxxxxxx or his successor becomes aware of any such change, MGM Jxxx shall keep JRD reasonably informed of any changes with respect to the matters represented and warranted hereto between the date of the execution of this Agreement and the Initial Contribution Date: (A) The MGM Jxxx Members are each lawfully and duly formed, and in good standing under the laws of the State of Nevada. As of the Formation Date MGM Jxxx has, and at the time of contribution shall have, the power and authority to contribute the MGM Jxxx Members Ownership Interests to the Company. The MGM Jxxx Members Ownership Interests are being given free and clear, without any material encumbrances, and have, or at the time of such contribution shall have taken all partnership or equivalent entity actions required for such contribution as contemplated by the terms of this Agreement. The compliance with or fulfillment of the terms and conditions of this Agreement will not conflict with, or result in a breach of, the t...
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Related to Initial Capital Contributions by the Members

  • 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 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:

  • No Additional Capital Contributions Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

  • Member Capital Contributions (Check One)

  • 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.

  • 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.

  • Capital Contributions Distributions 17 TABLE OF CONTENTS (continued)

  • 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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