Certain Returns of Capital. Any portion of the capital contribution of the Limited Partnership to the Production Partnership which is distributed to the Limited Partnership pursuant to Section 3.4 of the Production Partnership Agreement shall be distributed promptly to the Unit Holders in proportion to the Depositary Units held by them as a return of part of their Subscription. In addition, the General Partner shall contribute cash to the Limited Partnership (with respect to which its Capital Account will be credited) in an amount equal to the amounts paid to the General Partner or its Affiliates from the Unit Holders' Subscriptions in respect of Commissions and Organization and Offering Costs attributable (on a proportionate basis) to the amount of the unexpended Unit Holders' Subscriptions so refunded, which cash shall be refunded pro rata to the Limited Partners (except that cash representing refunded Commissions shall be distributed to each Unit Holder in proportion to the manner in which Commissions attributable to its subscriptions were payable) together with the unexpended Unit Holders' Subscriptions.
Certain Returns of Capital. Any portion of the Capital Contribution of the Limited Partnership (except for necessary operating capital) that has not been expended or that is not, or in the determination of the Managing Partner, will not be committed for expenditure by the second anniversary of the Activation of the NPI Partnership will promptly be refunded to the Limited Partnership as a return of part of its Capital Contribution at the earlier of such determination or the second anniversary of the Activation of the NPI Partnership. In addition, the Managing Partner shall contribute cash to the NPI Partnership (with respect to which its Capital Accounts will be credited) in an amount equal to the amount paid to the Managing Partner in respect of the Acquisitions Fee attributable (on a proportionate basis) to the unexpended amount of Capital Contributions so refunded, which cash shall be refunded to the Limited Partnership together with the unexpended Capital Contributions so refunded. Geodyne Production shall be responsible for the obligation of the Managing Partner to contribute cash to the NPI Partnership pursuant to this Section 3.
Certain Returns of Capital. A. Any portion of the Capital Contribution of the Partnership (except for necessary operating capital) that has not been expended or that is not, or in the determination of the General Partner, will not be committed for expenditure by the second anniversary of the Activation of the Partnership will promptly be refunded to the Unit Holders as a return of part of their Capital Contributions at the earlier of such determination of the second anniversary of the Activation of the Partnership. In addition, the General Partner shall contribute cash to the Partnership (with respect to which its Capital Account will be credited) in an amount equal to that portion of the total of (i) the amount paid to the General Partner in respect of the Acquisitions and Operations Fee, (ii) the amount paid to the General Partner in consideration of its payment of the Organization and Offering Costs, and (iii) the Commissions, which are attributable (on a proportionate basis) to the unexpended amount of Capital Contributions so refunded, which cash shall be refunded to the Unit Holders together with the unexpended Capital Contributions so refunded. All amounts so refunded to the Unit Holders shall reduce dollar for dollar their Capital Accounts.
B. The Prospectus may provide that if certain conditions (which may include the condition that the General Partner, on behalf of the Partnership, has acquired or entered into a commitment to acquire interests in Producing Properties which the General Partner believes will meet certain objectives described in such Prospectus) have not been satisfied on or before a specified date, the Partnership will return all Unit Holders' Subscriptions together with all interest earned thereon. If such conditions are a term of the offering of the Units and by such specified date such conditions have not been met, then the General Partner will return all Unit Holders' Subscriptions together with all interest thereon and the Partnership shall thereupon be dissolved and terminated in accordance with the terms hereof. To the extent any Acquisitions and Operations Fees, payments in respect of Organization and Offering Costs and Commissions have been paid, the General Partner will make cash contributions to the Partnership in the same manner as provided in Section 3.
Certain Returns of Capital. Any portion of the Capital Contribution of the Limited Partnership (except for necessary operating capital) that has not been expended or that is not, or in the determination of the Managing Partner, will not be committed for expenditure by the second anniversary of the Activation of the Production Partnership will promptly be refunded to the Limited Partnership as a return of part of its Capital Contribution at the earlier of such determination or the second anniversary of the Activation of the Production Partnership. In addition, the Managing Partner shall contribute cash to the Production Partnership (with respect to which its Capital Accounts will be credited) in an amount equal to the amount paid to the Managing Partner in respect of the Acquisitions and Operations Fee attributable (on a proportionate basis) to the unexpended amount of Capital
Certain Returns of Capital. Any portion of the Capital Contribution of the Partnership (except for necessary operating capital) that has not been expended or that is not, or in the determination of the General Partner, will not be committed for expenditure by the second anniversary of the Activation of the Partnership will promptly be refunded to the Unit Holders as a return of part of their Capital Contributions at the earlier of such determination or the second anniversary of the Activation of the Partnership. In addition, the General Partner shall contribute cash to the Partnership (with respect to which its Capital Account will be credited) in an amount equal to that portion of the total of (i) the amount paid to the General Partner in respect of the Acquisitions and Operations Fee, (ii) the amount paid to the General Partner in consideration of its payment of the Organization and Offering Costs, and (iii) the Commissions, which are attributable (on a proportionate basis) to the unexpended amount of Capital Contributions so refunded, which cash shall be refunded to the Unit Holders together with the unexpended Capital Contributions so refunded. All amounts so refunded to the Unit Holders shall reduce dollar for dollar their Capital Accounts.
Certain Returns of Capital. Any portion of the Capital Contribution of the Limited Partnership (except for necessary operating capital) that has not been expended or that is not, or in the determination of the Managing Partners, will not be committed for expenditure by the second anniversary of the Activation of the Production Partnership will promptly be refunded to the Limited Partnership as a return of part of its Capital Contribution at the earlier of such determination or the second anniversary of the Activation of the Production Partnership. Such funds will be deemed to have been committed for expenditure by such date to the extent they are payable under contractual agreements or understandings in effect on such date, or have been applied to a reasonable working capital reserve or have been set aside as a condition to obtaining any financing in the form of a compensating balance or similar arrangement. In addition, the Managing Partners shall contribute cash to the Production Partnership (with respect to which their Capital Accounts will be credited) in an amount equal to the amount paid to the Managing Partners in respect of the Management Fee attributable (on a proportionate basis) to the unexpended amount of Capital Contributions so refunded, which cash shall be refunded to the Limited Partnership together with the unexpended Capital Contributions so refunded. Geodyne Production and PW Production shall be responsible for the obligation of the Managing Partners to contribute cash to the Production Partnership pursuant to this Section 3.4 in the relative percentages which they
Certain Returns of Capital. Any portion of the Capital Contribution of the Limited Partnership (except for necessary operating capital) that has not been expended or that is not, or in the determination of the Managing Partner, will not be committed for expenditure by the second anniversary of the Activation of the Production Partnership will promptly be refunded to the Limited Partnership as a return of part of its Capital Contribution at the earlier of such determination or the second anniversary of the Activation of the Production Partnership. In addition, the Managing Partner shall contribute cash to the Production Partnership (with respect to which its Capital Accounts will be
Certain Returns of Capital. A. Any portion of the Capital Contributions of the Partners that is not invested or committed for investment within 24 months from the date of the final Closing (except for any amounts (i) paid by the Partnership as a selling commission with respect to such Capital Contributions, as described in the Prospectus, (ii) utilized to pay Partnership organization and offering expenses, as provided in the Prospectus or (iii) utilized to pay Operating Cash Expenses of the Partnership) shall be distributed to the Partners, together with interest actually earned thereon and not theretofore distributed, pro rata in proportion to their Capital Contributions, by the Partnership as a return of capital. For the purpose of this Agreement, funds will be deemed to have been committed to investment and will not be returned to the Limited Partners to the extent that:
(1) such funds have been utilized or set aside to pay Acquisition Fees, Acquisition Expenses, Financing Fees or Financing Expenses in connection with any Partnership funds proposed to be invested or committed for investment within such 24-month period (including pursuant to Section 3.4A(3));
(2) such funds have been set aside for working capital or upgrade reserves, as provided in the Prospectus, in the amount of 3% of aggregate Media Property Cost at the time (including Media Properties in which the Partnership is committed to invest as described in Section 3.4A(3)) or in such greater or lesser amount as the General Partner shall have determined to be appropriate at the end of such 24-month period;
(3) such funds shall have been set aside to pay amounts payable, or expected to be payable, under written agreements or under agreements in principle, commitment letters, letters of intent or understanding, option agreements or any similar contracts or understandings which have been executed and are in effect at the end of such 24-month period;
(4) such funds shall have been set aside and reserved at the end of such 24-month period to make contingent payments in connection with any property; or
(5) such funds shall have been utilized or set aside to provide compensating balances, reserve funds, escrow funds, advance payments or other similar funds or set-asides required, or reasonably anticipated by the General Partner to required, by lenders in connection with any Financing or Refinancing the proceeds of which are to be applied with, or to recapitalize, any Partnership funds invested or committed for investment within...
Certain Returns of Capital. Any portion of the Capital Contribution of the Partnership (except for necessary operating capital) that has not been expended or that is not, or in the determination of the General Partner, will not be committed for expenditure by the second anniversary of the Activation of the Partnership will promptly be refunded to the Unit Holders as a return of part of their Capital Contributions at the earlier of such determination or the second anniversary of the Activation of the Partnership. In addition, the General Partner shall contribute cash to the Partnership (with respect to which its Capital Account will be credited) in an amount equal to that portion of the total of (i) the amount paid to the General Partner in respect of the Acquisitions and Operations Fee, (ii) the amount paid to the General Partner in consideration of its payment of the Organization and Offering Costs, and
Certain Returns of Capital. Any portion of the Capital Contribution of the Limited Partnership (except for necessary operating capital) that has not been expended or that is not, or in the determination of the Managing Partners, will not be committed for expenditure by the second anniversary of the Activation of the Production Partnership will promptly be refunded to the Limited Partnership as a return of part of its Capital Contribution at the earlier of such determination or the second anniversary of the Activation of the Production Partnership. Such funds will be deemed to have been committed for expenditure by such date to the extent they are payable under contractual agreements or understandings in effect on such date, or have been applied to a reasonable working capital reserve or have been set aside as a condition to obtaining any financing in the form of a compensating balance or similar arrangement. In addition, the Managing Partners shall contribute cash to the Production Partnership (with respect to which their Capital Accounts will be credited) in an amount equal to the amount paid to the
