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 red...
Capital Contributions and Capital Accounts. (a) The value of the interests contributed by the Certificateholders (other than the Depositor) shall equal the amount paid by such Certificateholders, respectively, for their Certificates and such amounts shall constitute the opening balance in their Capital Accounts (as hereinafter defined). The value of the interests contributed by the Depositor shall equal the fair market value of the Depositor's Interest, which the Tax Partners agree shall be based on the sum, without duplication, of (i) the Reserve Account Initial Deposit and (ii) the value of the Depositor's Interest based on (A) as to the Certificate Balance and interest at the Pass-Through Rate of the Depositor's Trust Certificate, the average price of the Certificates to investors and (B) as to all other amounts due the Depositor, the present value of the cash flow to the Depositor of the amounts to which the Depositor is entitled to receive pursuant to Sections 5.05(b)(viii) and 5.06(b) and (e) of the Sale and Servicing Agreement at each Distribution Date or upon termination of the Trust using a discount rate that reflects an appropriate arm's-length equity rate of return and a prepayment assumption of 1.75 ABS, and such total shall be submitted to the Owner Trustee in writing within ten (10) Business Days after the Closing Date. Such amount shall constitute the opening balance in the Depositor's Capital Account.
(b) An individual capital account (a "Capital Account") shall be maintained for each Tax Partner in compliance with Treasury Regulation Sections 1.704-1(b)(2)(iv) and 1.704-2 and accordingly, except as otherwise provided herein:
(i) The Capital Account of each Tax Partner shall be credited by (A) the amount of cash and the fair market value of property other than cash contributed (or deemed contributed pursuant to Code Section 708) by such Tax Partner to the Tax Partnership (net of any liabilities assumed by the Tax Partnership upon such contribution or to which such property is subject at the time of such contribution); and (B) 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 Tax Partner.
(ii) The Capital Account of each Tax Partner shall be debited by (A) the amount of any item of tax deduction or loss allocated to such Tax Partner; (B) such Tax Partner's allocable share of expenditures not deductible in computing taxable income and not properly chargeable as capital expenditures; and (C) the amount of cash...
Capital Contributions and Capital Accounts. 3.1. Each Member has made a Capital Contribution to the Company in an amount to be set forth on Exhibit A. Additional Capital Contributions by any Member, or any new Member, will be set forth on Exhibit A. As such Exhibit A may be amended with valid changes by the Manager without approval of the Members.
3.2. An individual Capital Account shall be maintained for each Member consisting of that Member’s Capital Contribution, (1) increased by that Member’s share of Profits accrued, (2) decreased by the amount of cash or Gross Asset Value of property of the Company distributed to the Member pursuant to this Agreement, (3) decreased by such Member’s distributive share of Losses, and (4) adjusted as required in accordance with applicable provisions of the Code, the Regulations, and this Agreement.
3.3. Except as provided in this Agreement, a Member shall not be entitled to withdraw any part of the Member’s Capital Contribution or to receive any distributions from the Company.
3.4. A Member shall not be bound by, nor be personally liable for, the expenses, liabilities, or obligations of the Company, except as otherwise provided in the Act, in this Agreement, or in a separate written agreement executed by such Member.
3.5. Except for the preferences expressly granted to the Members in this Agreement, no Member shall have priority over any other Member with respect to the return of a Capital Contribution or distributions or allocations of income, gain, losses, deductions, or credits thereof.
3.6. Any Member may lend funds to the Company in such amounts and on such terms as such Member and the Company may agree, subject to the Manager’s approval. A loan by any Member to the Company shall not be considered a Capital Contribution to the Company.
Capital Contributions and Capital Accounts. Capital Contributions. “Capital Contribution” of, or attributed to, a Member shall mean the total contributions to the capital of the Company, whether in cash, property (net of liabilities) or services, made, performed or to be performed by, or attributed to, such Member, to the extent actually performed, valued on the date of contribution or commitment to contribute as set forth herein in the Company’s books and records. Any property described herein shall have the agreed fair market value as set forth herein on the date hereof. Each Member contributing property as a Capital Contribution represents and warrants, as of the date of such Capital Contribution, that it has good and marketable title to such property, free and clear of all liens, claims, encumbrances, restrictions and other interests whatsoever except as set forth below. Each such Member shall bear all costs and expenses in connection with the transfer of any personal or real property to the Company.
Capital Contributions and Capital Accounts. Paragraph 3.
Capital Contributions and Capital Accounts. 4.1 Capital Contributions 20 4.2 Loans 20 4.3 Return of Contributions 20
Capital Contributions and Capital Accounts. The Partnership shall not maintain capital accounts and except with respect to the initial capital contribution identified on Exhibit “A” attached hereto, or as otherwise agreed by all partners hereafter, no Partner shall be required to make additional contributions of cash or other property to the Partnership.
Capital Contributions and Capital Accounts. 11 Section 4.1 Capital Contributions...................................11 Section 4.2 Status of Capital Contributions.........................12 Section 4.3 Limited Partnership Interest............................12
Capital Contributions and Capital Accounts. (a) The Member has contributed to the Company property of an agreed value as listed on Schedule B attached hereto. The Member, in its discretion, may transfer additional cash or property to the Company from time to time, as contributions to the capital of the Company. Except as provided in this Section 14, the Member shall not be required to make any additional contributions to the capital of the Company.
(b) Except as specifically provided in this Agreement, the Member shall not be entitled to the return of its capital contribution to the Company.
(c) The Company shall not pay interest on capital contributions or undistributed profits.
Capital Contributions and Capital Accounts. (a) The initial Member will make Capital Contributions in the form and amount set forth on Exhibit A. No interest will be paid on any Capital Contribution.
(b) A Capital Account will be established and maintained on behalf of the Member, which will be maintained in accordance with all applicable federal and state laws and regulations.
(c) The Member shall have no liability or obligation to restore a negative or deficit balance in the Member’s Capital Account.
