Capital Contributions of the Members. Upon execution and delivery of this Agreement, CNL and Woodfield shall contribute their pro rata shares, based upon their respective initial Percentage Interests as set forth in Section 9.1, of all amounts payable by the Company at the Property Closing and the closing of the Acquisition Loan. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” Such initial capital contribution by Woodfield shall constitute a portion of “Woodfield’s Initial Capital”. Woodfield’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall Woodfield’s Initial Capital exceed $785,728 without the express written approval of Woodfield (the “Woodfield Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements of CNL and Woodfield shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield to the Company or in any manner construed so as to increase Woodfield’s Capital Account or Woodfield’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield under this Agreement, shall not be treated as a Member Loan by Woodfield to the Company, and shall not entitle Developer or Woodfield to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.
Capital Contributions of the Members. The Members shall make such Capital Contributions as shall result in the issuance of Units described for each Member in Exhibit “A”. No interest shall accrue on any Capital Contribution and the Members shall not have the right to withdraw or be repaid any Capital Contribution except as provided in this Agreement.
Capital Contributions of the Members. The Members have heretofore made or are deemed to have made Capital Contributions to the Company. Except as provided by law or in Section 4.2, 4.3, or 10.4 hereof, the Members shall have no obligation or, except with the prior Consent of the Managing Member, right to make any additional Capital Contributions or loans to the Company. The Managing Member shall cause to be maintained in the principal business office of the Company, or such other place as may be determined by the Managing Member, the Member Registry of the Company, which shall include, among other things, a register containing the name, address, and number, class and series of Membership Units of each Member, and such other information as the Managing Member may deem necessary or desirable. The Member Registry shall not be part of this Agreement. The Managing Member shall from time to time update the Member Registry as necessary to accurately reflect the information therein, including as a result of any sales, exchanges or other Transfers, or any redemptions, issuances or similar events involving Membership Units. Any reference in this Agreement to the Member Registry shall be deemed a reference to the Member Registry as in effect from time to time. Subject to the terms of this Agreement, the Managing Member may take any action authorized hereunder in respect of the Member Registry without any need to obtain the consent or approval of any other Member. No action of any Member shall be required to amend or update the Member Registry. Except as required by law, no Member shall be entitled to receive a copy of the information set forth in the Member Registry relating to any Member other than itself.
Capital Contributions of the Members. Each Member has previously made Capital Contributions to the Company. Immediately upon execution of this Agreement, all existing limited liability company interests of the Company issued and outstanding as of immediately prior to the execution of this Agreement automatically shall be converted into Membership Common Units as set forth in the Register. Except as provided by law or in Section 4.2, 4.3, 10.3.C or 10.4 hereof, the Members shall have no obligation or, except with the prior written consent of the Managing Member, right to make any Capital Contributions or loans to the Company.
Capital Contributions of the Members. At the time of their respective execution of this Agreement, the Members shall make or shall have made Capital Contributions as set forth in Exhibit A to this Agreement (with respect to each Member, such Member’s “Initial Capital Contribution”). Except as required by law, as otherwise provided in Sections 4.3, 4.4 and 10.5, or as otherwise agreed to by the Members, no Member shall be required or permitted to make any additional Capital Contributions or loans to the Company.
Capital Contributions of the Members. (a) T-Asia shall contribute such cash to the capital of the Company as the Manager may determine from time to time to be necessary or appropriate, less any such cash that Xxxxxxxx chooses to contribute pursuant to Section 2.1(b) below.
Capital Contributions of the Members. The Members have heretofore made Capital Contributions to the Company. Except as provided by law or in Section 4.2, 4.3, or 10.4 hereof, the Members shall have no obligation or, except with the consent of the Board, right to make any additional Capital Contributions or loans to the Company. The Board shall cause to be maintained in the principal business office of the Company, or such other place as may be determined by the Board, the books and records of the Company, which shall include, among other things, a register containing the name, address, and number, class and series of Units of each Member, and such other information as the Board may deem necessary or desirable (the “Register”). The Register shall not be part of this Agreement. The Board shall from time to time update the Register as necessary to accurately reflect the information therein, including as a result of any sales, exchanges or other Transfers, or any redemptions, issuances or similar events involving Units. Any reference in this Agreement to the Register shall be deemed a reference to the Register as in effect from time to time. Subject to the terms of this Agreement, the Board may take any action authorized hereunder in respect of the Register without any need to obtain the consent or approval of any other Member. No action of any Member shall be required to amend or update the Register. Except as required by law, no Member shall be entitled to receive a copy of the information set forth in the Register relating to any Member other than itself.
Capital Contributions of the Members. Concurrent with the execution of this Agreement, the Members have made the Capital Contributions as set forth in the Member Registry. On the date hereof, the Members own Units in the amounts set forth in the Member Registry and have Percentage Interests in the Company as set forth in the Member Registry. The number of Units and Percentage Interest shall be adjusted in the Member Registry from time to time by the Managing Member to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Units or other Interests, or similar events having an effect on a Member’s Percentage Interest occurring after the date hereof in accordance with the terms of this Agreement. To the extent the Company acquires any property by the merger of any other Person into the Company or any of its Subsidiaries, Persons who receive Units or other Interests in exchange for their interests in the Person merging into the Company or any Subsidiary shall become Members and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement and as set forth in the Member Registry. Except as provided in Sections 7.5, 10.5 and 13.3 hereof, the Members shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Company (whether in the form of loans, repayments of loans or otherwise). Except as otherwise set forth in Section 13.3 hereof, no Member shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Company or otherwise.
Capital Contributions of the Members. (a) IDT Sub has made a Capital Contribution to the Company in the form of the IDT Sub Shares, as of the date of the Limited Liability Company Agreement, with 1,300,000 shares of Common Stock exchanged for Class B Membership Interests and 8,696,750 shares of Common Stock exchanged for Class A-1 Membership Interests. AT&T Sub has made a Capital Contribution to the Company in the form of the AT&T Sub Shares, as of the date of the Amended and Restated Limited Liability Company Agreement, with 6,200,000 shares of Common Stock exchanged for Class A Membership Interests and 12,700,000 shares of Common Stock exchanged for Class B Membership Interests. No other Member is making a Capital Contribution. The Exchange Transactions are hereby approved in all respects.
Capital Contributions of the Members. Each Member has previously made Capital Contributions to the Company. Immediately upon execution of this Agreement, all existing limited liability company interests of the Company issued and outstanding as of immediately prior to the execution of this Agreement automatically shall be converted into (i) Membership Common Units, (ii) Series A Company Preferred Units, (iii) Series B Company Preferred Units, and (iv) Series C Company Preferred Units, in each case as set forth in the Register. Except as provided by law or in Section 4.2, 4.3, or 10.4 hereof, the Members shall have no obligation or, except with the prior written consent of the Managing Member, right to make any Capital Contributions or loans to the Company. The Managing Member shall cause to be maintained in the principal business office of the Company, or such other place as may be determined by the Managing Member, the books and records of the Company, which shall include, among other things, a register containing the name, address and number of Membership Units of each Member, and such other information as the Managing Member may deem necessary or desirable (the “Register”). The Register shall not be deemed part of this Agreement. The Managing Member shall from time to time update the Register as necessary to accurately reflect the information therein, including as a result of any sales, exchanges or other Transfers, or any redemptions, issuances or similar events involving Membership Units. Any reference in this Agreement to the Register shall be deemed a reference to the Register as in effect from time to time. Subject to the terms of this Agreement, the Managing Member may take any action authorized hereunder in respect of the Register without any need to obtain the consent of any other Member. No action of any Non-Managing Member shall be required to amend or update the Register. Except as required by law, no Non-Managing Member shall be entitled to receive a copy of the information set forth in the Register relating to any Member other than itself. Schedule I hereto sets forth the respective Capital Accounts of the Members as of the date hereof.
