Capital Contributions Capital Accounts. 3.1 Initial Capital Contributions. Each initial Member shall contribute to the capital (a “Capital Contribution”) of the Company, as of January 1, 2007 the amount set forth as such Member’s initial capital contribution (“Initial Capital Contribution”) on Schedule I. Such Initial Capital Contributions may include, provided the necessary regulatory approvals are obtained, open futures positions (and will include open forward positions), as well as cash (U.S. dollars in immediately available funds). If any Initial Capital Contribution includes open futures and forward positions that are not “Section 1256 contracts” as defined in Section 1256(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Non-Section 1256 Contracts”), the tax basis and fair market values of such Non-Section 1256 Contracts shall be set forth on Schedule I. 3.2 Initial Membership Interests. Upon making the Initial Capital Contribution specified on Schedule I, each Member shall be entitled to the Membership Interest (Voting or Non-Voting, as the case may be) set forth opposite such Member’s name on Schedule I. 3.3 No Further Required Capital Contributions. No Member shall be obligated to make any Capital Contributions to the Company or be subject to any form of capital call or assessment with respect to such Member’s Membership Interest. 3.4 Additional Capital Contributions. Additional Capital Contributions of existing Members may be made, unless objected to by a Majority Vote of the Voting Members, at any time; provided, that the Member making such additional Capital Contribution has done so pursuant to the Advisory Agreement and has received the approval of Winton that Winton is willing to manage such additional capital. The initial capital contributions of Members admitted pursuant to Section 2.2 shall require the approval of the majority vote of the Voting Members. Schedule I shall be appropriately amended to reflect any such capital contributions. 3.5 Additional Capital Contributions Permitted Only In Cash. All additional Capital Contributions to the Company, whenever made, shall be made exclusively in U.S. dollars and in immediately available funds. Open futures and forward positions may, if at all, only be accepted as Capital Contributions at the time of an initial Member’s initial capital contribution, and only subject to receipt of all necessary regulatory approvals and such Member shall provide the company with the tax basis and fair market value of any Non-Section 1...
Capital Contributions Capital Accounts. 2.1 Original Capital Contributions. The name, address, original Capital Contribution, and initial Units quantifying the Membership Interest of each Member are set out in Exhibit A attached hereto, and shall also be set out in the Membership Register. 2.2 Additional Capital Contributions; Additional Units. No Unit Holder shall be obligated to make any additional Capital Contributions to the Company or to pay any assessment to the Company, other than any unpaid amounts on such Unit Holder’s original Capital Contributions, and no Units shall be subject to any calls, requests or demands for capital. Subject to Section 5.7, additional Membership Economic Interests quantified by additional Units may be issued in consideration of Capital Contributions as agreed to between the Directors and the Person acquiring the Membership Economic Interest quantified by the additional Units. Each Person to whom additional Units are issued shall be admitted as a Member in accordance with this Agreement. Upon such Capital Contributions, the Directors shall cause Exhibit A and the Membership Register to be appropriately amended. 2.3 Capital Accounts. A Capital Account shall be maintained for each Unit Holder in accordance with the following provisions:
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. 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 a) Initial Capital Contributions. Upon the execution of this Agreement, the Member shall contribute to the Company all property and assets of its Technologies Division pursuant to a Bill of Sale in substantially the form attached hereto as Exhibit A and an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit B. (b) Additional Capital Contributions. The Member may from time to time make additional capital contributions in amounts determined in the sole discretion of the Member, including capital contributions in accordance with the Member's cash management system. (c) All capital, whenever contributed, shall be subject in all respects to the risks of the business and subordinate in right of payment to the claims of present or future creditors of the Company and of any successor firm in accordance with this Agreement. (d) No interest shall be allowed to the Member by reason of the amount of its capital contribution or Capital Account except as provided in Section 21.
Capital Contributions Capital Accounts. The Member has contributed to the Company (i) $1.00 in exchange for 1 (one) unit of membership interest of the Company and (ii) 18,900,000 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of Net2Phone, Inc., a Delaware corporation ("Net2Phone"), in exchange for 99 units of membership interests of the Company, as set forth on Annex I hereto. Each member shall have a capital account determined and maintained in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).
Capital Contributions Capital Accounts. . . . . . 5 7.1 Capital Contributions . . . . . . . . . . . . . . . . 5 ---------------------
Capital Contributions Capital Accounts. 1.8. Initial Contributions. (a) Each Initial Partner shall make an --------------------- Initial Capital Contribution, in cash, to the Partnership in the amount set forth opposite such Partner's name in the column entitled "Initial Capital Contribution" on Schedule A hereto. Such Initial Capital Contribution shall be made within two (2) days of a request therefor by the General Partner. In return for such contributions, each Partner shall initially be allocated that Percentage Interest set forth opposite such Partner's name on Schedule A hereto. The Partners' Initial Capital Contributions shall be used by the Partnership to pay expenses of the Partnership, including, but not limited to, legal expenses and other costs. In addition, $30,170 of such Initial Capital Contributions will be used to acquire the Shares pursuant to a letter of intent, dated October 10, 1996, between the Partnership and the Company.
Capital Contributions Capital Accounts. 3.1 Capital Contributions. Each Partner shall contribute to the capital of the Partnership such amounts (the “Capital Contributions”) as may be agreed upon from time to time. 3.2 Capital Accounts. Each Partner shall have a capital account (a “Capital Account”), which shall equal any initial Capital Contribution of such Partner, (a) increased by (i) additional Capital Contributions, if any, to the capital of the Partnership made by such Partner and (ii) such Partner’s allocable share of the Partnership’s Net Income and (b) decreased by (i) distributions to such Partner of cash or the fair market value of other property (net of any liabilities secured by such distributed property that such Partner is considered to assume or take subject to under section 752 of the Code) and (ii) such Partner’s allocable share of the Partnership’s Net Loss. 3.3 Sharing Percentages. Each Partner shall have a sharing percentage determined in accordance with this Section 3.3 (collectively, the “Sharing Percentages”). The respective Sharing Percentages of the Partners shall be 99% for CUC International and 1% for CUC Services; provided that such Sharing Percentages may be modified from time to time by mutual agreement of the Partners. 3.4 Allocation to Capital Accounts. Net Income or Net Loss, as the case may be, of the Partnership for any fiscal period shall be allocated to the Capital Accounts of the Partners in proportion to their respective Sharing Percentages. 3.5 Tax Allocation. Items of income, gain, loss, deduction and credit realized by the Partnership shall, for each fiscal period, be allocated, for Federal, state and local income tax purposes, among the Partners in the same manner as the Net Income or Net Loss of which such items are components were allocated pursuant to section 3.4, subject, however, to any adjustment required to comply with Treasury Regulation Section 1.7041(b).