Capital Commitments. (a) The Partnership may from time to time, in the discretion of the Managing General Partner, issue additional Partnership Units and admit additional Limited Partners to the Partnership. Any Person that acquires Partnership Units for cash (an “Investor”) will acquire such Units pursuant to an agreement (a “Subscription Agreement”) between such Investor and the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership Units in exchange for Capital Contributions in cash on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “Unfunded Commitment” of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitment.
(b) If at any time the Managing General Partner determines to raise capital by issuing Capital Calls to Partners having Unfunded Commitments, it shall generally issue such Capital Calls pro rata to each such Partner in proportion to the Unfunded Commitment of each such Partner. However, the Managing ...
Capital Commitments. Other than rights under the Operating Agreement permitting an Investor from opting out of particular Portfolio Assets, Borrower shall not: (a) without the prior written consent of Administrative Agent (not to be unreasonably withheld, delayed or conditioned), cancel, reduce, suspend or defer the Capital Commitment of any non-Borrowing Base Investor; and (b) without the prior written approval of Administrative Agent and all Lenders (not to be unreasonably withheld, delayed or conditioned): (i) cancel, reduce, suspend or defer the Capital Commitment of any Borrowing Base Investor; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder.
Capital Commitments. No Borrower shall relieve, excuse, delay, postpone, compromise or xxxxx any Investor from the making of any Capital Contribution pursuant to a Capital Call by the applicable Borrower, provided that the Borrowers may excuse any Investor from funding a Capital Call with respect to which an Investor Exclusion Event applies.
Capital Commitments. The minimum Capital Commitment for each Common Unitholder is $5 million. The Adviser reserves the right to accept Capital Commitments of a lesser amount. Except as otherwise provided herein, each Member shall make Drawdown Purchases in an aggregate amount not to exceed its Capital Commitment, as set forth in such Common Unitholder’s Subscription Agreement. Each Common Unitholder agrees to purchase Common Units for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, under the terms and subject to the conditions set forth herein. On each Drawdown Date (as defined below), each Common Unitholder agrees to purchase from the Fund, and the Fund agrees to issue to the Common Unitholder, a number of Common Units equal to the Drawdown Unit Amount (as defined below) at an aggregate price equal to the Drawdown Purchase Price (as defined below); provided, however, that in no circumstance will a Common Unitholder be required to purchase Units for an amount in excess of its Remaining Capital Commitment (as defined below). Such Capital Commitment shall constitute a binding commitment to purchase Common Units no earlier than the Fund’s election to be treated as a business development company pursuant to Section 54(a) of the Investment Company Act. An affiliate of the Adviser (together with members of New Mountain’s senior management team) will make Capital Commitments of at least 5% of total Capital Commitments (the “Sponsor Commitment”).
Capital Commitments. Buyer will not make or commit to make any material capital expenditure, capital addition or capital improvement.
Capital Commitments. None of the Credit Parties shall permit any withdrawal, termination, reduction, suspension, excuse, formal waiver or other cancellation with respect to an obligation of any Investor (other than the SOX Insiders) under its Subscription Agreement or the Governing Documents or any Side Letter without the prior written consent of the Supermajority Lenders which may be withheld in their reasonable discretion, unless the Investor Capital Commitment and other obligations of such Investor are assumed by another Investor in accordance with the terms of this Credit Agreement and the applicable Constituent Document. Prior to giving effect to any termination, suspension, cancellation, reduction, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than a Transfer by an Investor of all or a portion of its interest in the Guarantor, which (for the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of such withdrawal, termination, suspension, transfer, cancellation, reduction, excuse or waiver.
Capital Commitments. No Credit Party shall: (i) cancel, reduce, excuse, or xxxxx the Capital Commitment of any Investor without the prior written consent of the Lenders which may be withheld in their sole discretion; or (ii) relieve, excuse, delay, postpone, compromise or xxxxx any Investor from the making of any Capital Contribution (including, for the avoidance of doubt, in connection with any particular investment of such Credit Party), provided, however the Credit Parties may excuse any Investor from funding a Drawdown with respect to which an Investment Exclusion Event applies.
Capital Commitments. None of the Borrowers shall, nor shall they permit any other Credit Party to, permit any withdrawal, termination, reduction, suspension, excuse, formal waiver or other cancellation with respect to an obligation of any Investor (other than the SOX Insiders) under its Subscription Agreement or the Partnership Agreement or any Side Letter without the prior written consent of the Lenders which may be withheld in their sole discretion, unless (A) the Investor Capital Commitment and other obligations of such Investor are assumed by another Investor in accordance with the terms of this Credit Agreement and the applicable Constituent Document or (B) the applicable Investor Capital Commitments relate solely to PWM Investors and/or one (1) single Institutional Investor and, together, do not exceed three percent (3%) of the aggregate Investor Capital Commitments of all Investors (on a cumulative basis). The Borrowers each covenant and agree that if any Event of Default has occurred and is continuing and to the extent the same has not already been delivered to the Administrative Agent, the Borrowers shall, and shall cause each Pledgor to, promptly, but in no event later than (x) two (2) Business Days in the case of the Institutional Investors, and (y) seven (7) Business Days in the case of the PWM Investors deliver to the Administrative Agent true, correct and complete copies of each such notice described in the preceding sentence. The Borrowers may designate any Included Investor to not be considered an Included Investor for all purposes under this Credit Agreement (and thus not included in the Borrowing Base) by written notice to the Administrative Agent, provided that the Borrowers may thereafter re-include such Investor as an Included Investor (and thus included in the Borrowing Base) with the prior written consent of the Administrative Agent. Prior to giving effect to any termination, suspension, cancellation, reduction, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than a Transfer by an Investor of all or a portion of its interest in the applicable Fund, which (for the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of such withdrawal, termination, suspension...
Capital Commitments. Each Limited Partner, upon admission to the Fund, shall be deemed to have made a “Capital Commitment” to the Fund equal to the amount specified as such in, or otherwise determined in accordance with, the Subscription Agreement relating to such Limited Partner. Except as specifically provided in this Agreement, the Capital Commitment of a Limited Partner: (i) shall represent the maximum aggregate amount of cash and property that such Limited Partner shall be required to contribute to the capital of the Fund; and (ii) shall not be changed during the term of the Fund.
