Method of Making Initial Capital Contributions Sample Clauses

Method of Making Initial Capital Contributions. (a) FRK shall contribute its entire fee interest in the FRK Property and the FRK Brooksville Leasehold Interest to a newly formed, wholly owned, single member limited liability company organized under the Act ("FRK Newco"), which company shall also hold the fee interest in the Xxxxxxxxx Property. (b) FRP shall contribute its entire fee interest in the FRP Property and an amount equal to fifty percent (50%) of the costs incurred by FRK and FRK Newco in the acquisition of the Xxxxxxxxx Property ("Xxxxxxxxx Acquisition Expenses") to a newly formed, wholly owned, single member limited liability company organized under the Act ("FRP Newco"). (c) Following the transactions described in Sections 2.2(a) and 2.2(b), FRK Newco shall be merged with and into FRP Newco in a merger (the "Merger") in which FRP Newco is the surviving entity (the "Surviving Entity"), pursuant to the Certificate and Plan of Merger attached hereto as Exhibit A. The Surviving Entity also is referred to in this Agreement as the "Company." (d) As a result of the Merger, (i) the Articles of Organization of FRP Newco shall be amended to change the name of the Surviving Entity to Brooksville Quarry, LLC, (ii) this Agreement shall become the Operating Agreement of the Surviving Entity, (iii) all assets, properties, rights and privileges of FRK Newco and FRP Newco shall become the assets, properties, rights and privileges of the Surviving Entity, (iv) the membership interests of FRK in FRK Newco shall be converted into a 50% Membership Interest in the Surviving Entity, (v) all of the membership interests of FRP in FRP Newco shall become a 50% Membership Interest in the Surviving Entity, and (vi) all of the managers and officers of FRP Newco, if any, shall be removed and replaced by the Committee Members and officers designated pursuant to this Agreement.
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Related to Method of Making Initial Capital Contributions

  • 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 $ .

  • 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:

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

  • Member Capital Contributions (Check One)

  • 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.

  • Capital Contributions Distributions 17 TABLE OF CONTENTS (continued)

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

  • 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.

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