Each Member definition

Each Member s Capital Account shall be decreased by:

Each Member has made a Capital Contribution in cash to the Company as set forth on Schedule A attached hereto. Except as set forth in Section 8.2, no Member shall make any additional Capital Contributions to the Company without the prior approval of a Majority-in-Interest of the Members. No Member shall be obligated to make any additional Capital Contributions to the Company. In particular, no Member shall be obligated to make any Capital Contribution to restore any deficit balance in such Member's Capital Account. No interest shall be paid on any Capital Contributions.

Each Member s share of Distributable Cash for the Calendar Year shall equal the sum of the Member's Shares of Daily Distributable Cash for all days during the Calendar Year.

Examples of Each Member in a sentence

• Each Member shall be required to report for all tax purposes consistently with such information provided by the Company.

• Each Member acknowledges and consents that following such a request to unsubscribe, such Member may receive one final text message from Masterworks confirming such request.

• Each Member hereby agrees that all current and future notices, confirmations and other communications may be made by the Company via email, sent to the email address of record of the Member provided to the Company as changed or updated from time to time, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the Company and the Members except as otherwise required by law.

• Each Member expressly consents to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from the Administrator, its affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that the Member has provided to the Company or Masterworks (including any cellular telephone numbers).

• Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

More Definitions of Each Member

Each Member understands that the Buyer's Stock has not been, and will not be, registered under the Securities Act of 1933, as amended, as of the Closing or under any state securities laws, is being offered and sold in reliance upon Federal and State exemptions for transactions not involving any public offering, and a "stop transfer" order will be placed on the certificates representing shares of the Buyer's Stock issued hereunder, and such certificates will bear a legend in substantially the following form, as well as any other legend that may be required by applicable law. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE (THE "STATE LAWS"), BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS THEREFROM. NO TRANSFER OF THESE SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND THE APPROPRIATE STATE LAWS, UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER DOES NOT REQUIRE SUCH REGISTRATION.

Each Member s Contributions when made shall be credited to such Member's Capital Account. The Capital Account of each Member shall, except as otherwise provided herein, be: (i) credited with the amount of cash and the fair market value of any property contributed to the Company by such Member (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code), (ii) 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 Member for federal income tax purposes, (iii) debited by the amount of any item of deduction or loss allocated to such Member for federal income tax purposes, (iv) debited by such Member's allocable share of expenditures of the Company not deductible in computing the Company's taxable income and not properly chargeable as capital expenditures, including any nondeductible book amortization of capitalized costs, and (v) debited by the amount of cash or the fair market value of any property distributed to such Member (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Section 752 of the Code). Immediately prior to any distribution of property by the Company, the Members' Capital Accounts shall be adjusted, as required by Treasury Regulation 1.704-l(b)(2).

Each Member s Capital Account shall be decreased by the amount of such Member's distributive share of Net Loss and each item of Company loss and deduction and expenditures that are specially allocated to such Member (or such Member's predecessor in interest) pursuant to Section 6.1.

Each Member s current Capital Account balance is set forth in Exhibit C) in accordance with the following:

Each Member s Capital Account shall be increased by the Member's capital contributions and the Member's share of any Profits and items of income or gain of the Company. Each Member's Capital Account shall be decreased by distributions made to the Member and the Member's share of any Losses and items of expense or loss of the Company. In accordance with Section 1.704-1(b)(2)(iv)(q) of the Treasury Regulations, each Member's Capital Account shall be adjusted in a manner that maintains equality between the aggregate of all of the Members' Capital Accounts and the amount of capital reflected on the Company's balance sheet as computed for book purposes.

Each Member s Percentage Interest shall be adjusted in Exhibit A from time to time by the Management Committee to the extent necessary to reflect accurately Capital Contributions, the issuance of additional Membership Units, Sales of Membership Units permitted under Article 10, or similar events having an effect on a Member's Percentage Interest.

Each Member s Capital Account shall be maintained in accordance with the following provisions: