Capital Contributions Capital Accounts Sample Clauses

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. 7 2.1 Initial Capital Contributions.....................................7 2.2 Additional Capital Contributions; Additional Units................7 2.3

Capital Contributions Capital Accounts. 16 5.1 Capital Contributions 16 5.2 Additional Capital Contributions. Additional Capital Units 16 5.3 Return of Contributions 16

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 3.1 Capital Contributions (a) The initial capital of the Company shall be the cash and other assets converted from Telergy Joint Venture to the Company. The Capital Contributions of the Members are set forth on Exhibit B, as being their respective capital account balances in Telergy Joint Venture as of December 31, 1997 which shall be adjusted up to the date of conversion to a limited liability company to reflect interim business operations, financial activity and capital contributions. (b) The Manager shall determine the additional capital (in forms and amounts) necessary to conduct the Business activities. (i) Telergy shall initially provide the additional capital by loans to the Company of up to one hundred million dollars ($100,000,000). The loans shall be evidenced by promissory notes given by the Company, which shall contain an interest rate and maturity date identical to the terms of the High Yield Note, and shall require interest and principal payments which are one (1) business day prior to the corresponding payment date of the High Yield Note. Prior to issuance of the High Yield Note, any loans from Telergy shall be evidenced by demand promissory notes requiring the payment of Market Interest plus one percent (1%). (ii) Once Telergy has loaned one hundred million dollars ($100,000,000) of the initial capital as provided for in Section 3.1(b)(i), further capital necessary to conduct the Business activities shall be contributed by the Members in proportion to their Membership Percentages, provided the Members have first approved the amount of each Member's Capital Contribution, by a unanimous vote or Consent which shall not be unreasonably withheld. If, following the Members' approval, PSE decides not to contribute its proportionate share of additional capital it shall give Notice to Telergy no later than thirty (30) days before the date on which contributions are to be made. In that event, then Telergy may, in its sole discretion, provide the additional capital either (A) as a loan to the Company to be evidenced by a demand promissory note given by the Company and secured by a perfected first lien against the Backbone Network, subject to the PSE IRU and the Niagara Capacity, requiring the payment of Market Interest plus two percent (2%), or (B) as a Capital Contribution in exchange for an increase in Telergy's Membership Percentage. The increase to Telergy's Membership Percentage may be determined by the agreement of Telergy and PSE and th...

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. 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. (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. 5.1 Capital Contributions and Unit Issuances of the Class A Members, Class C Members and Class D Members. (a) The Capital Contributions and the date such Capital Contributions were made to the Company by each Class A Member, each Class C Member or each Class D Member, as applicable, in connection with such Class A Member’s, Class C Member’s or Class D Member’s purchase of Units, are set forth opposite such Class A Member’s, Class C Member’s or Class D Member’s respective name on the Members Schedule, as amended from time to time in accordance with this Agreement. (b) No Member shall be required to make any additional Capital Contributions to the Company. Any future Capital Contributions made by any Member may only be made with the consent of the Board by Supermajority Board Vote and in accordance with the terms of this Agreement. (c) No Member shall be required to lend any funds to the Company and no Member shall have any personal liability for the payment or repayment of any Capital Contribution by or to any other Member.