Capital Commitments and Capital Calls Sample Clauses

Capital Commitments and Capital Calls. (i) To secure performance by a Feeder Fund in a Fund Group of the payment and the performance of its obligations to the related Borrower or Blocker, as applicable, in such Fund Group, such Feeder Fund and its Feeder Fund General Partner, each to the extent of their respective interests therein, shall grant to the related Borrower or Blocker, as applicable, in such Fund Group a first priority, exclusive, perfected security interest and Lien (subject to Permitted Liens) in and on their Collateral pursuant to a Feeder Fund Security Agreement, the related financing statements and the other related documents. (ii) To secure performance by a Blocker in a Fund Group of the payment and the performance of its obligations to the Borrower in such Fund Group, such Blocker and its Blocker Managing Member, each to the extent of their respective interests therein, shall grant to the Borrower in such Fund Group a first priority, exclusive, perfected security interest and Lien (subject to Permitted Liens) in and on their Collateral pursuant to a Blocker Security Agreement, the related financing statements and the other related documents. (iii) To secure performance by the Borrowers in a Fund Group of the payment and the performance of the Obligations of such Fund Group, the Borrowers and the related Borrower General Partners of such Fund Group, each to the extent of their respective interests therein, shall grant to the Administrative Agent, for the benefit of each of the Secured Parties, a first priority, exclusive, perfected security interest and Lien (subject to Permitted Liens) in and on the Collateral applicable to the Fund Group pursuant to their respective Borrower Security Agreements, the related financing statements and the other related documents.
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Capital Commitments and Capital Calls. To secure performance by Borrower of the payment and performance of the Obligations, Borrower confirms its grant on the Closing Date of and grants to Administrative Agent for the benefit of itself and Lenders and Letter of Credit Issuer, pursuant to the Security Documents, an exclusive, perfected, first priority security interest and Lien in and to the Collateral. In order to secure further the payment and performance of the Obligations and to effect and facilitate right of setoff, Administrative Agent shall be permitted, in accordance with the Security Documents, to make any Capital Calls upon the Investors pursuant to the terms of the applicable Subscription Agreements and this Agreement. On the Effective Date, Borrower shall execute and deliver to Administrative Agent the reaffirmations and confirmations of the Security Agreement ,the Cash Collateral Agreement (Collateral Account) and the Account Control Agreement. Nothing contained herein or in any other Loan Document shall be deemed to be a release, waiver, discharge or impairment of this Agreement or such other Loan Document or a release of any Collateral given or to be given to secure the Obligations under this Agreement or otherwise in connection herewith (other than a written waiver, release or amendment executed pursuant to the requirements of Section 9.1), or shall preclude Administrative Agent, Lenders or Letter of Credit Issuers from exercising their rights hereunder or under the Security Documents or exercising any power of sale contained therein in the case of the occurrence and continuance of any Event of Default hereunder or under any other Loan Document.
Sample 1
Capital Commitments and Capital Calls. 5.1 I/We (in the case of a subscription for the account of a fund or other entity, "I" or "we" shall refer to the depositary, custodian, fiduciary, nominee or representative making the investment decision and executing this Subscription Agreement, or a fund or other entity, or both, as appropriate) hereby irrevocably undertake and agree to subscribe and pay for such number of Shares in the Sub-Fund as may be offered to me/us in accordance with the terms of the Prospectus from time to time with an aggregate issue price not to exceed the total amount of my/our Capital Commitment set out above. 5.2 By making my/our Capital Commitment, I/we agree to be bound by the terms and conditions of, and to pay such amounts which may be required to be paid by me/us pursuant to Capital Calls made in accordance with, this Subscription Agreement, the Prospectus and the Memorandum and Articles of Association. Against payment by me/us to the Company for the account of the Sub-Fund of such amounts, the Sub-Fund shall cause my/our name and the number of Shares subscribed for and purchased by me/us on such date to be entered in the register of members of the Company. 5.3 I/We understand and agree that the Company or its delegates (including the Investment Manager) may issue a Capital Call during and (in certain circumstances prescribed in the Prospectus) following the Commitment Period requiring Shareholders to subscribe for further Shares in such amounts and tranches up to the total amount of my/our Capital Commitment as the Directors or the Investment Manager may determine in accordance in accordance with the terms of the Prospectus. 5.4 I/we acknowledge and agree that I/we will be required to make payment in respect of Capital Calls issued to me/us by the due date set out therein (the "Due Date"). I/we acknowledge that the Due Date shall be a date five (5) Business Days (or such shorter period as may be agreed by each Shareholder) prior to the Closing Date (or in exceptional circumstances, such later time as any one Director may from time to time permit for all Shareholders) by which date I/we must subscribe the amount specified in the Capital Call by electronic transfer to the bank account specified in this Subscription Agreement. 5.5 I/we acknowledge and agree that if I/we fail to meet a Capital Call on the Due Date for payment thereof, I/we will be alerted by the Company or its delegate (including the Investment Manager) of my/our failure to make payment in respect of the ...
Sample 1
Capital Commitments and Capital Calls. To secure performance by the Borrower Parties of the payment of each Note and the Obligations: (i) each of Borrower and Managing Member shall grant to Administrative Agent, for the benefit of each of the Secured Parties, an exclusive, perfected, first priority security interest and Lien in and to the Collateral Account pursuant to the Account Assignment; (ii) Borrower and Managing Member, to the extent of their respective interests therein, shall grant to Administrative Agent, for the benefit of Secured Parties, an exclusive, perfected, first priority security interest and Lien in and to the Capital Calls, Capital Commitments, Capital Contributions and their rights under the Operating Agreement, including, without limitation, any rights to make Capital Calls, receive payment of Capital Contributions and enforce the payment thereof pursuant to the Borrower and Managing Member Security Agreement and (iii) pursuant to the Capital Contributions Pledge Agreement, the Pledgor shall grant to (a) being, collectively, the “Collateral”); and (v) Borrower, Managing Member and Pledgor shall deliver to Administrative Agent, or shall otherwise consent to the filing of, financing statements and other documents satisfactory to Administrative Agent. Administrative Agent acknowledges that the collateral for the Obligations does not include a security interest in any Equity Interest.
Sample 1
Capital Commitments and Capital Calls. To secure performance by the Borrower Parties of the payment of each Note and the Obligations: (i) each of Borrower and Managing Member shall grant to Administrative Agent, for the benefit of each of the Secured Parties, an exclusive, perfected, first priority security interest and Lien in and to the Collateral Account pursuant to the Account Assignment; (ii) Borrower and Managing Member, to the extent of their respective interests therein, shall grant to Administrative Agent, for the benefit of Secured Parties, an exclusive, perfected, first priority security interest and Lien in and to the Capital Calls, Capital Commitments, Capital Contributions and their rights under the Operating Agreement, including, without limitation, any rights to make Capital Calls, receive payment of Capital Contributions and enforce the payment thereof pursuant to the Borrower and Managing Member Security Agreement and (iii) pursuant to the Capital Contributions Pledge Agreement, the Pledgor shall grant to Administrative Agent, for the benefit of each Secured Party, an exclusive, perfected, first priority security interest and Lien in all of the collateral described therein, including the Capital Calls, Capital Commitments, Capital Contributions and, without limitation, any rights to make Capital Calls, receive payment of Capital Contributions and enforce the payment thereof with respect to the Stockholders pursuant to the Stockholders Agreement (the collateral in clauses (i) through (iii) of this Section 5.1 (a) being, collectively, the “Collateral”); and (v) Borrower, Managing Member and Pledgor shall deliver to Administrative Agent, or shall otherwise consent to the filing of, financing statements and other documents satisfactory to Administrative Agent. Administrative Agent acknowledges that the collateral for the Obligations does not include a security interest in any Equity Interest.
Sample 1

Related to Capital Commitments and Capital Calls

  • 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 General Partner may, in its discretion, issue Capital Calls other than pro rata to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“Payment Date”), which date shall be no sooner than ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.

  • Capital Calls (i) After the Effective Date, the CORR Managers, may, in their sole discretion, determine that additional Capital Contributions are necessary for the conduct of the Company’s business (any such additional Capital Contributions called from the Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i).

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Capital Contributions of the Partners (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

  • Additional Capital Contributions No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.