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 Capital Accounts. 7 2.1 Initial Capital Contributions.....................................7 2.2 Additional Capital Contributions; Additional Units................7 2.3
Capital Contributions Capital Accounts. The Member shall make capital contributions to the Company from time to time, in cash, securities or other property, in amounts and at time as determined by the Member, and in proportion to its Membership Interests. A capital account shall be maintained for the Member in accordance with Treasury Regulations Section 1.794-1(b)(2)(iv).
Capital Contributions Capital Accounts. Initial Capital Contributions 8 2.2 Additional Capital Contributions; Additional Units 8 2.3 Capital Accounts 8
Capital Contributions Capital Accounts. No member will be obligated to make any capital contribution to the Company except for any capital contribution agreed upon by all members. Each member will be obligated to contribute the member’s proportionate share (based on percentage interests) of any contribution approved by all of the members. If any member fails to contribute the amount agreed upon to be contributed by each member, in addition to the right of the Company to pursue all remedies available at law or in equity against the defaulting member, any member making such member’s contribution pursuant to such agreement may either withdraw the amount then contributed or elect to treat the same as a loan to the Company bearing interest at the prime rate as reported in The Wall Street Journal on the date contributed to the Company plus 5%. Any such loan shall be repaid by the Company before the Company makes any distributions to the members. No member may otherwise withdraw any capital contribution without the unanimous consent of the members. No member shall have personal liability for the repayment of any capital contribution of any other member. The Company’s accountant shall maintain a separate capital account for each member. No member shall be entitled to any interest on the balance in the member’s capital account.
Capital Contributions Capital Accounts. Section 2.1. Initial Capital Contributions. OMAM made an initial Capital Contribution to the Company on December 31, 2007 of $1,250,000,000, plus (a) the amount of Segregated Client Mandated Capital as of such date ($32,000,000) and (b) the Excess Working Capital Amount.
Capital Contributions Capital Accounts. Subject to the terms and conditions thereof and this Section 2.02, (a) in connection with the transactions contemplated by the PSPA, LUK-HRG as of the date hereof owns the number of Preferred Units set forth on Schedule 2.02 and has the deemed Capital Contributions set forth on Schedule 2.02 hereto and (b) pursuant to the PSPA, the Master Fund owns the number of Common Units set forth on Schedule 2.02 and has the deemed Capital Contributions set forth on Schedule 2.02 hereto. A capital account shall be maintained for each Member.
Capital Contributions Capital Accounts. (a) The Members agree to contribute to the capital of the Company the cash and other property set forth on Exhibit B attached hereto and incorporated herein (hereinafter, each Member's "Capital Contribution").
(b) Except as otherwise set forth herein, no Member shall, solely by reason of being a Member, have any obligation to make any additional capital contribution or loan to the Company or guaranty any indebtedness or obligation of the Company.
(c) Contributions of capital to the Company by the Members shall not bear interest.
(d) No Member shall have the right to withdraw or reduce its capital contribution to the Company or receive the return of such capital contribution, except as otherwise provided in this Agreement.
(e) A separate capital account (each a "Capital Account") shall be maintained for each Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) of the Internal Revenue Code (the "Code"). Consistent therewith, each Member's Capital Account shall be credited with (i) the amount of cash and the fair market value of any other property (net of liabilities to which the contributed property is subject) or services contributed by such Member and (ii) the amount of any net profit or items thereof, allocated to that Member pursuant to Article 7 hereof. Each Member's Capital Account shall be charged with (iii) the amount of cash and the fair market value of any other property (net of liabilities assumed by such Member and liabilities to which such property is subject) paid or distributed to such Member, and (iv) the Member's share of losses or items thereof, allocated to that Member pursuant to Article 7 hereof. The Capital Accounts shall be adjusted by any other adjustments required by Treasury Regulation Section 1.704-1(b)(2)(iv).
(f) The maintenance of the Capital Accounts shall in all cases be as required by the Code, and the regulations thereunder (the "Regulations"), and any inconsistencies between the terms of this Agreement and the Code and the Regulations shall be resolved in favor of the Code and the Regulations. In the event that there shall be any change to the provisions of the Code or any Regulations and the application of such change under this Agreement shall result in material economic harm to any Member, the Members shall use reasonable good faith efforts to negotiate amendments to this Agreement to compensate such Member for such harm; provided, however, that such amendments shall not materially affect a Member's r...
Capital Contributions Capital Accounts. (A) The capital contributions with which the Partnership shall commence business is $275,000. Each of the Partners has contributed to the capital of the Partnership, in cash, the sum set forth opposite his name on Exhibit A.
(B) A single capital account (the "Capital Account") shall be established for each Partner on the books of the Partnership.
(C) The Capital Account established for any Partner shall be maintained in accordance with the rules set forth in Section 704 of the Code and the Treasury Regulations promulgated thereunder. In the event that the General Partners determine that it is prudent to modify the manner in which Capital Accounts, or any credits or charges thereto are computed in order to comply with such provisions, they may make such modification, provided it is not likely to have a material effect on the amounts distributable to any Partner upon dissolution of the Partnership pursuant to Article 20 ("Distributions After Termination").
(D) The Initial Gross Asset Value of all Partnership assets shall be adjusted to their respective gross fair market values (taking Section 7701(g) of the Code into account) as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a DE MINIMIS amount of money or other property; (ii) the distribution by the Partnership to a Partner of more than a DE MINIMIS amount of money or other property as consideration for an interest in the Partnership; (iii) the liquidation of the Partnership within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations; and (iv) any other time to the extent required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder.
(E) The Gross Asset Values of any asset distributed to a Partner by the Partnership shall be adjusted to the gross fair market value (taking Section 7701(g) of the Code into account) of such asset on the distribution date, as determined by the General Partners.
(F) If a Partner transfers all or part of his Partnership interest or any part thereof in accordance with Article 11 ("Restrictions on Transfers"), then such Partner's Capital Account (or the portion thereof attributable to the transferred interest) shall carry over to the transferee.
Capital Contributions Capital Accounts. (a) The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations.
(b) Notwithstanding any provision of this Agreement to the contrary, it is the intention of the Members that allocations be made in accordance with Schedule D attached to the Agreement. To the extent the Company is required, for any reason, to deviate from such allocations, the Managing Member shall allocate, whenever possible, amounts of the Company's Net Profit or Net Loss to the Members so that, after such allocations are made, each Member's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the allocations made pursuant to paragraph 2(a) hereof were not part of this Agreement and all Company items were allocated pursuant to this Schedule D.
