Common use of Capital Contributions Relating to Exchange Offer Expenses Clause in Contracts

Capital Contributions Relating to Exchange Offer Expenses. In the event that the Partnership requires funds to pay expenses of the Partnership relating to the Exchange Offer and if the Partnership will likely not be able to pay such expenses without undue delay from its cash flow, the General Partner will contribute to the Partnership all amounts necessary to pay such expenses until it has contributed an aggregate of $750,000. It is intended that in the event that the Exchange Offer expires and depositary units constituting at least 51% of the outstanding NGT depositary units are accepted for exchange thereunder all expenses of the Partnership relating to the Exchange Offer be reimbursed by the Fund. In the event that any such expenses are reimbursed to the Partnership, then, notwithstanding any provision of this Agreement to the contrary, such amounts will be distributed to the General Partner up to the amount contributed by the General Partner. If (i) the Exchange Offer expires and depositary units constituting at least 51% of the outstanding NGT depositary units are not accepted for exchange thereunder and (ii) the Partnership requires funds to pay expenses relating to the Exchange Offer in excess of $750,000, the General Partner will make a capital call to the Partners and such excess amount will be contributed fifty percent (50%) by the General Partner and fifty percent (50%) by the Limited Partners (excluding Affiliates of the General Partner) in proportion to their respective Sharing Ratios, provided, however, that such capital call shall be made only if the Partnership will likely not be able to pay such expenses without undue delay from its cash flow. In such event, the General Partner will cause the amount requested to be contributed by each such Limited Partner to be paid to the Partnership out of the distribution of escrow funds to be made to such Limited Partner as provided in Section 4.4(a)(iii).

Appears in 4 contracts

Samples: Limited Partnership Agreement (Ensource Energy Income Fund LP), Limited Partnership Agreement (Ensource Energy Income Fund LP), Limited Partnership Agreement (Ensource Energy Income Fund LP)

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