Ownership and Capital Contributions Capital Accounts Sample Clauses

Ownership and Capital Contributions Capital Accounts. 16 4.1 Capital Contributions; Authorized Units; General Provisions with Respect to Units 16 4.2 Capital Contributions 20
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Ownership and Capital Contributions Capital Accounts. 17 Section 4.1 Authorized Units; General Provisions With Respect to Xxxxx 00 Xxxxxxx 4.2 Voting Rights 21 Section 4.3 Capital Contributions; Unit Ownership 21 Section 4.4 Capital Accounts 22 Section 4.5 Other Matters 22 Section 4.6 Redemption of Units 23 ARTICLE V ALLOCATIONS OF PROFITS AND LOSSES 30 Section 5.1 Profits and Losses 30 Section 5.2 Special Allocations 31 Section 5.3 Allocations for Tax Purposes in General 33 Section 5.4 Other Allocation Rules 34 ARTICLE VI DISTRIBUTIONS 35 Section 6.1 Distributions 35 Section 6.2 Tax-Related Distributions 35 Section 6.3 Distribution Upon Withdrawal 35 Section 6.4 Issuance of Additional Equity Securities 36 ARTICLE VII MANAGEMENT 36 Section 7.1 The Managing Member; Fiduciary Duties 36 Section 7.2 Officers 36 Section 7.3 Warranted Reliance by Officers on Others 37 i Section 7.4 Indemnification 38 Section 7.5 Maintenance of Insurance or Other Financial Arrangements 39 Section 7.6 Resignation or Termination of Managing Member 39 Section 7.7 No Inconsistent Obligations 39 Section 7.8 Reclassification Events of PubCo 39 Section 7.9 Certain Costs and Expenses 40 ARTICLE VIII ROLE OF MEMBERS 40 Section 8.1 Rights or Powers 40 Section 8.2 Voting 41 Section 8.3 Various Capacities 42 Section 8.4 Investment Opportunities 42 ARTICLE IX TRANSFERS OF INTERESTS 42 Section 9.1 Restrictions on Transfer 42 Section 9.2 Notice of Transfer 44 Section 9.3 Transferee Members 44 Section 9.4 Legend 45 ARTICLE X ACCOUNTING; CERTAIN TAX MATTERS 45 Section 10.1 Books of Account 45 Section 10.2 Tax Elections 45 Section 10.3 Tax Returns; Information 46 Section 10.4 Company Representative 46 Section 10.5 Withholding Tax Payments and Obligations 47 ARTICLE XI DISSOLUTION AND TERMINATION 48 Section 11.1 Liquidating Events 48 Section 11.2 Bankruptcy 49 Section 11.3 Procedure 49 Section 11.4 Rights of Members 50 Section 11.5 Notices of Dissolution 51 Section 11.6 Reasonable Time for Winding Up 51 Section 11.7 No Deficit Restoration 51 ARTICLE XII GENERAL 51 Section 12.1 Amendments; Waivers 51 Section 12.2 Further Assurances 52 Section 12.3 Successors and Assigns 52 Section 12.4 Certain Representations by Members 53 Section 12.5 Entire Agreement 53 Section 12.6 Rights of Members Independent 53 Section 12.7 Governing Law 53 Section 12.8 Jurisdiction and Venue 53 Section 12.9 Headings 54 ii Section 12.10 Counterparts 54 Section 12.11 Notices 54 Section 12.12 Representation By Counsel; Interpretation 54 Section 12.13 Severability 55 Section 12.14 E...
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Ownership and Capital Contributions Capital Accounts 
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Related to Ownership and Capital Contributions Capital Accounts

  • 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 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).

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • 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.

  • Member Capital Contributions (Check One)

  • 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 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:

  • Additional Funds and Capital Contributions 30 SECTION 4.4 NO INTEREST; NO RETURN................................................................... 31 SECTION 4.5 NOTE DEFICIENCY CAPITAL CONTRIBUTION..................................................... 31

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