Examples of Initial Common Member in a sentence
The Member Schedule and the books and records of the Company reflect the status of each Initial Common Member as a Common Member, reflect the number of Common Units held by each Initial Common Member on the date hereof and reflect that the Capital Contribution of each Initial Common Member with respect to the Common Units held by such Initial Common Member is as set forth opposite such Initial Common Member on the date hereof is zero.
Subject to the provisions of the Act, and except as set forth herein (including the guarantee obligations of the Initial Common Member pursuant to Section 5.10(g)), no Member shall be personally liable for any obligations or liabilities of the Company, any Subsidiary, or any other Member solely by reason of being a Member.
The Members agree that the fair market value of the assets contributed directly or indirectly to the Company by the Initial Common Member (including any and all assets held by the Company as of March 9, 2006 and any and all assets contributed to the Company on March 9, 2006 in connection with the issuance of the Series A Preferred Units) shall equal zero and the Capital Account of the Initial Common Member as of March 9, 2006 shall be zero.
For the avoidance of doubt, this Section 6.1 shall not exculpate, indemnify, or otherwise protect a Member from a breach by such Member of this Agreement (including the guarantee obligations of the Initial Common Member pursuant to Section 5.10(g)) or any other agreement between such Member and the Company, any Affiliates of the Company or any other Member or of the Invisa Contribution Agreement or the UEP Contribution Agreement.
In consideration of the Initial Common Member’s Initial Capital Contribution, the Company has issued to the Initial Common Member the Ordinary Common Units set forth opposite the Initial Common Member’s name on Schedule A attached hereto.
As of the date of this Agreement, the Initial Common Member, Series A Preferred Members, Series C Preferred Members and Profits Members, their addresses, the value of their Capital Contribution, the number of Units each owns and the number of Units each has the right to acquire upon the exercise of outstanding Series A Warrants and Series C Warrants are as set forth on Exhibit A attached hereto.
The credit to the Members’ Capital Accounts for the Initial Capital Contributions reflects (x) the Fair Market Value as of the Effective Date of the business and assets, subject to liabilities, of the Initial Common Member contributed by the Initial Common Member to the Company, and (y) the Fair Market Value as of the Effective Date of the equity in UEP contributed by the Preferred Members to the Company.
The purpose of the Company shall be (i) to acquire and operate certain of the business and assets previously operated by the Initial Common Member prior to November 5, 2014, and (ii) to engage in any other business or activity in which a limited liability company organized under the Laws of the State of Delaware may lawfully engage, and the Company shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.