Additional Capital Contributions; Loans. (i) The Managing Member shall pay any and all costs and expenses incurred on behalf of the Company in connection with (A) the organization of the Company and the preparation of this Agreement and the Investment Agreement, including, without limitation, fees, costs and expenses payable to attorneys, accountants, consultants and custodians; (B) the proxy solicitation; (C) the meeting of Unitholders to consider the Merger and (D) satisfaction of the Company's indemnification obligations pursuant to Section 4.4(iv). All such payments shall constitute additional Capital Contributions of the Managing Member and the Members' Interests shall be adjusted to reflect the changes in relative Capital Contributions of the Members resulting from such payments.
Additional Capital Contributions; Loans. Notwithstanding the foregoing, each of Toro Sub and TCFIF Sub shall be required to contribute as additional capital to the Company (each, an “Additional Capital Contribution” and, together with the Initial Capital Contributions and the Purchase Capital Contributions, the “Capital Contributions”) cash in an amount sufficient to increase and/or maintain such Member’s Capital Account to an amount equal to the sum of [***]. Such contributions shall be determined (x) as of the end of each month during the term of the Company, or (y) if approved by the Management Committee, more often. The Company shall provide notice to the Members, no later than the earlier of the twenty-fifth (25th) of each month or three (3) business days prior to the last day of the month, of the estimated contribution amount for such month, which contributions shall be made no later than the last day of such month or, with respect to Additional Capital Contributions referred to in clause (y) of this Section 2.04, within five (5) business days of receiving notice from the Company of any such contribution. To the extent the estimated contribution amount is greater or less than the actual capital needs for such month, such excess or shortage shall be taken into account in the Company’s calculation of the Distributable Cash (as defined in Section 4.01(b)) for such month. The requirement of each Member to maintain sufficient funds in its Capital Account shall continue through the dissolution and winding-up of the Company as specified in Article X. No additional Shares shall be issued to the Members on account of any Capital Contribution made subsequent to the Initial Capital Contributions. Except as expressly provided in this Section 2.04 or with the prior written consent of each of the Members, no Member shall be required or entitled to contribute any other or further capital to the Company, nor, except as contemplated by this Agreement, shall any Member be required or entitled to loan any funds to the Company.
Additional Capital Contributions; Loans. The Partners may, from time to time, if the General Partner determines that additional funds or property are required by the Partnership for any reason, make additional Capital Contributions to the Partnership and correspondingly amend the Percentage Interests reflected on Schedule A hereto. The General Partner may, if it deems it appropriate to do so, make loans to the Partnership or cause or permit Affiliates of the General Partner to make loans to the Partnership, on such terms as the General Partner deems advisable.
Additional Capital Contributions; Loans. In addition to the obligations of Lender to provide Loans pursuant to Section 3.9 of this Agreement, if the Board of Managers determines that additional capital is necessary or advisable for the operation of the Company, then (i) the Members may, but shall not be required to, make additional Capital Contributions or Loans to the Company in the form of cash, assets or services without receipt of additional Units or change in their Percentage Interest, or (ii) subject to Section 3.3, the Company may issue additional Units to one or more Persons who may or may not already be Members.
Additional Capital Contributions; Loans. The Shareholders shall not be obligated to make any additional capital contributions or loans to the JV Holding Company. In the case of the unavailability of funds under the Credit Facility, in accordance with the annual budget of the Joint Venture and as otherwise approved by the Board, the Board may request that the Shareholders make an additional capital contribution pursuant to Section 3.1.1 below or request loans from the Shareholders pursuant to Section 3.1.2 below.
Additional Capital Contributions; Loans. (a) Within 10 Business Days after written notice from the General Partner (a “Capital Call Notice”), the Partners shall (i) be required to fund additional Capital Contributions in satisfaction of their respective Capital Commitments, proportionately in relation to each Partner’s unfunded Capital Commitment and (ii) to the extent the General Partner is requesting additional Capital Contributions that would result in a Partner making aggregate Capital Contributions in excess of such Partner’s Capital Commitment, have the option to fund such requested additional Capital Contribution. The General Partner may deliver Capital Call Notices for operating expenses, liabilities or other obligations of the Partnership.
Additional Capital Contributions; Loans. With the consent of the General Partner, any Partner may from time to time make Additional Capital Contributions or loans to the Partnership. The General Partner shall give to the Limited Partners prompt written notice of the making of any Additional Capital Contribution or loan. Any such loan made to the Partnership shall be evidenced by a promissory note, which promissory note shall bear interest at the lesser of (x) the highest rate permit by applicable law, or (y) the Prime Rate plus two percent. The General Partner shall be entitled to use its discretion and judgment in determining when Additional Capital Contributions or loans are desirable.
