PRE-CLOSING OBLIGATIONS; MEMBERS; MEMBER INTERESTS; CAPITAL CONTRIBUTIONS. 2.1 Pre-Closing Obligations
PRE-CLOSING OBLIGATIONS; MEMBERS; MEMBER INTERESTS; CAPITAL CONTRIBUTIONS Sample Clauses
Related to PRE-CLOSING OBLIGATIONS; MEMBERS; MEMBER INTERESTS; CAPITAL CONTRIBUTIONS
Members Capital Contributions Each Member shall contribute the amount as pledged, or as determined by the Manager and the Member, as the Member’s Initial Capital Contribution upon not less than 48 hours’ notice by the Manager. An Exhibit A may be amended from time to time by the Manager in its sole discretion to represent the current state of Capital Contributions by Members who may join to this Operating Agreement during the course of the business of the Company. The Manager may instead maintain the Capital Contributions, capital accounts and names of Members using its own office systems and personnel without updating or attaching an Exhibit A to this Operating Agreement.
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.
Subsequent Capital Contributions Without creating any rights in favor of any third party, each Member shall contribute to the Company, in cash, on or before the date specified as hereinafter described, that Member's Sharing Ratio of all monies that in the unanimous judgment of the Management Committee are necessary to enable the Company to acquire the Project from the Seller and to cause the assets of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations, and liabilities, including without limitation its Sharing Ratio of the purchase price set forth in the Asset Sale Agreement, and its Sharing Ratio of Working Capital Requirements in order to bring current Company bank accounts to an amount equal to the Working Capital Requirements, as more particularly described in Section 5.01 below. The Management Committee shall notify each other Member of the need for Capital Contributions pursuant to this Section 4.02 when appropriate, which notice must include a statement in reasonable detail of the proposed uses of the Capital Contributions and a date (which date may be no earlier than the fifth Business Day following each Member's receipt of its notice) before which the Capital Contributions must be made. Notices for Capital Contributions must be made to all Members in accordance with their Sharing Ratios.
CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46 ARTICLE VI
Capital Contributions and Capital Accounts (a) The value of the interests contributed by the Class A Certificateholders and the Class I Certificateholders shall equal the amount paid by such Certificateholders for such interests, respectively, and such amounts shall constitute the opening balance in their Capital Accounts (as hereinafter defined). The value of the interests contributed by the Class IC Certificateholder shall equal the fair market value of the Receivables contributed to the Tax Partnership less the value attributed to the Class A Certificateholders and the Class I Certificateholders, as described above. Such amount shall constitute the opening balance in the Class IC Certificateholder's Capital Account.
Capital Contributions of the Partners (a) The Partners have made the Capital Contributions as set forth in Exhibit A.
Initial Capital Contributions (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.
Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .
