Each Member definition

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 of the Screening Committee will review the applicants putting them into three categories by suitability; yes interview, maybe, or no.
Each member of the Board (a “Manager”) shall be a “manager” within the meaning of the Delaware Limited Liability Company Act, 6 Del.
Each member of a project team will possess skills and knowledge appropriate to the work functions to be performed by that team member.
Each member of the Screening Committee will review the applicants putting them into one of four categories by suitability: yes interview, maybe, no, or does not meet minimums.

Each Member has been given access to information requested by such Member regarding the Buyer, including the opportunity to ask questions of and receive answers from the officers of the Buyer concerning the present and proposed activities of the Buyer and to obtain the information which such Member deems necessary or advisable in order to evaluate the merits and risks of the transactions contemplated by this Agreement, and each Member has made his or its own independent investigation of the Buyer and the merits and risks of the transactions contemplated by this Agreement.

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 has adequate means of providing for the Member's own current needs and possible personal contingencies and the Member has no need for liquidity in the Member's investment in the Membership Interests in the Company and the Member is able to bear the economic risks of the investment for an indefinite period.

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 Capital Commitments represent, in the aggregate, the maximum amount of cash and/or property that such Member has agreed to contribute to the Company in accordance with the terms hereof, and no Member shall be obligated to contribute cash and/or property to the Company in any amount in excess of such Member's aggregated Capital Commitments. The initial Members currently agree that the aggregate of all Capital Commitments for the Initial Term shall not exceed *** for each Member without further written agreement of the Members.

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 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).