Additional Funding and Capital Contributions Clause Samples

Additional Funding and Capital Contributions. If the Board of the Company or Haimeng at any time or from time to time determines that funding and/ or capital contributions to the Company or Haimeng are necessary to conduct the Company’s or Haimeng’s business activities, then: (a) each of Affinia and Zhang shall promptly make a cash contribution or readily available funds to the Company, or in the case of Haimeng, shall procure the Company to, and the Company shall, make such cash contribution or readily available funds to Haimeng by injecting the same to the Company, the proportion of which should be equal to Affinia’s and Zhang’s respective ownerships in the Company and/ or Haimeng; (b) a written notice of request for additional funding and capital contributions shall be sent to Affinia, Zhang and the Company, as the case may be, which shall specify the amount required (which shall be on the same terms for all of Affinia, Zhang and the Company) and the date on which the funding is required. Affinia, Zhang and/or the Company shall make available to the Company and/or Haimeng, as the case may be, any required funding and/or capital contributions in cash or readily available funds on such date so required; and (c) a Party and/or the Company which is unable to make the additional funding and/or capital contributions as specified herein shall unconditionally agree to dilute the Shares of the Company, and indirectly, the equity interests of Haimeng, held thereby accordingly if the other Party has paid such other Party’s share of the additional funding and capital contributions as specified herein in due course, subject to satisfaction of related legal requirements and procedures.

Additional Funding and Capital Contributions. A. If funds are needed by the Company to pay any Emergency Costs, for any item included in an Approved Annual Plan or to fund any matter which has been approved as a Major Decision, then the Manager shall, from time to time as necessary, give notice to all Members of the Company’s need for such funds (a “Capital Call”). A Member which has made a Coverage Contribution under Section 2.3.B. shall also be deemed to have made a Capital Call as further provided in said Section 2.3.B. Any Capital Call shall specify the total amount the Company requires (or needs to repay a Coverage Contribution if a Capital Call is made pursuant to Section 2.3.B.) and the date (the “Financial Need Date”) such funds are required to be contributed to the Company, which date shall not in any event be earlier than the expiration of fifteen (15) days after the Capital Call is given for a contribution under this Section 2.3. On or before the Financial Need Date, each Member shall contribute to the Company, as a Capital Contribution, an amount equal to the total amount specified in the Capital Call multiplied by its then Percentage Interest. B. With respect to any Guaranty, if demand is made on a Member or an Affiliate of a Member for any amounts claimed due under any such Guaranty, such Member shall reasonably promptly after any such event notify the other Member of such event. In the event a Member or its Affiliate, acting in good faith, pays any amounts due or alleged to be due under a Guaranty, then the amount so paid (except if any such amounts claimed are in respect of the gross negligence, willful misconduct, bad faith or fraud of the guarantor (or the Member as to which such guarantor is an Affiliate) under any non-recourse carve-out guaranty) shall be deemed to be a Coverage Contribution made to the Company by such Member. Reasonably promptly after the deemed making of any such Coverage Contribution, but in any event within fifteen (15) days after the making thereof, the funding Member shall provide notice of the making thereof to the other Member, and the giving of such notice shall be deemed to be the making of a Capital Call under Section 2.3.A. Thereafter, the provisions of Section 2.4 shall apply, and all the rights and remedies of said Section 2.4 shall apply in the event of a failure by such other Member to make the required Capital Contribution as to such Coverage Contribution except that upon the making of the portion of the required Capital Contribution which is to be...

Additional Funding and Capital Contributions. 23 A. GENERAL...................................................23 B.

Additional Funding and Capital Contributions