Common use of Default by Limited Partners Clause in Contracts

Default by Limited Partners. (a) In the event any Limited Partner fails for any reason to make a Capital Contribution when due pursuant to Section 3.3 hereof, and fails to make such contribution within ten (10) days after receiving written notice from the General Partner that such payment (a "Delinquent Payment") is overdue (a "Defaulting Limited Partner"), the General Partner may give written notice of the default (the "Default Notice") to each Limited Partner who has not defaulted in such Capital Contribution (a "Nondefaulting Limited Partner"), and any Nondefaulting Limited Partner shall have the right, within ten (10) days from the expiration of such 10-day period, to fund all or part of the amount of the Delinquent Payment. Each Nondefaulting Limited Partner shall have the right to fund its pro rata share (based on the proportion of its Capital Commitment to the aggregate of all Capital Commitments of all Nondefaulting Limited Partners) of the Delinquent Payment (each, a "Contributing Partner"). If less than all of the Delinquent Payment is funded by the Contributing Partners on a pro rata basis, then the General Partner may offer to and select any Person (which may be the General Partner or an Affiliate thereof) to contribute the balance of the Delinquent Payment. Each Contributing Partner or other Person contributing a portion of the Delinquent Payment agrees to assume the obligations of the Defaulting Limited Partner to contribute to the Partnership any remaining portion of the Defaulting Partner's Capital Commitment as and when due pursuant to Section 3.3 hereof. If all of the Delinquent Payment is funded, the Defaulting Limited Partner shall no longer be required to make any contributions to the Partnership on account of its Capital Commitment.

Default by Limited Partners. (a) In the event any Limited Partner fails for any reason Failure to make a Capital Contribution when due as required pursuant to Section 3.3 hereof6.3 would cause injury to the Partnership and the other Limited Partners, and fails the amount of damages caused by any such injury would be extremely difficult to make calculate. Accordingly, each Limited Partner agrees that upon any Event of Default: (i) each Defaulting Partner’s Capital Account will be debited by an amount equal to 50% of its Capital Account on the date of such contribution within ten Default, and the amount of such reduction will be credited to the Capital Accounts of the other Limited Partners either (10x) days after receiving written notice from pro rata in the same manner that Net Profits are allocated among such other Limited Partners who are not in default in the payment of their Capital Contributions or (y) on any other equitable basis that the General Partner that determines in its reasonable discretion and (ii) the entire Interest of such Defaulting Partner may be sold to any one or more other Limited Partners at the highest price offered by such other Limited Partner(s), or to any third party or parties acceptable to the General Partner who will offer a higher price and who otherwise qualify for admission as a Limited Partner in the Partnership. The proceeds of any such sale will be applied first to reimburse the Partnership for any costs incurred on behalf of the Partnership in connection with such sale; then to pay interest to the Partnership at the Prime Rate plus 5% on any late payment from the date the payment was due through the date of the sale; then to pay to the Defaulting Partner two-thirds of the amounts standing to the credit of such Defaulting Partner’s Capital Account as of the date of such sale. Any remaining proceeds after payment of the amounts referred to in the preceding sentence will be retained by the Partnership, and the Defaulting Partner will have no further rights thereto. The transferee will be treated as a Substituted Limited Partner as of the effective date of transfer, and will be obligated to assume the entire remaining amount of the Defaulting Partner’s Capital Commitment (including payment in full in immediately available funds on the date of such sale of the portion of such Capital Commitment then due and payable) and the Defaulting Partner will cease to be a "Delinquent Payment") is overdue (a "Defaulting Limited Partner")Partner and have no further rights in or against the other Limited Partners or the Partnership under this Agreement. The General Partner will not be obligated to exercise the remedy for Default afforded pursuant to this Section 6.4 and, at its sole and absolute discretion, the General Partner may give written notice pursue any other available legal remedies (instead of or in addition to the default (the "Default Notice"remedy provided in this Section 6.4) or none at all, including, without limitation,‌ requiring such Defaulting Partner to each Limited Partner who has not defaulted in such Capital Contribution (a "Nondefaulting Limited Partner"), and any Nondefaulting Limited Partner shall have the right, within ten (10) days from the expiration of such 10-day period, to fund all or part of pay interest on the amount of Default at the Delinquent Payment. Each Nondefaulting Limited Partner shall have the right to fund its pro rata share (based on the proportion of its Capital Commitment to the aggregate of all Capital Commitments of all Nondefaulting Limited Partners) of the Delinquent Payment (each, a "Contributing Partner"). If less than all of the Delinquent Payment is funded by the Contributing Partners on a pro rata basis, then the General Partner may offer to and select any Person (which may be the General Partner or an Affiliate thereof) to contribute the balance of the Delinquent Payment. Each Contributing Partner or other Person contributing a portion of the Delinquent Payment agrees to assume the obligations of the Defaulting Limited Partner to contribute Default Rate to the Partnership any remaining portion for the benefit of the non-Defaulting Partner's Capital Commitment as and when due pursuant to Section 3.3 hereof. If all of the Delinquent Payment is funded, the Defaulting Limited Partner shall no longer be required to make any contributions to the Partnership on account of its Capital CommitmentPartners.

Default by Limited Partners. (a) In the event any Any Limited Partner fails for any reason to that does not make a Capital Contribution when due pursuant to Section 3.3 hereof, and fails to make such contribution within ten five (105) days after receiving written notice from Business Days following the date that the General Partner provides written notice to the Limited Partner that such payment Capital Contribution is due under Section 3.2 and unpaid shall (unless waived by the General Partner, in its sole discretion) pay interest on such Capital Contribution and on Collection Costs (as defined below) with respect thereto (“Default Interest”) from the dates due or incurred, as appropriate, until contributed or reimbursed to the Partnership at a "Delinquent Payment"rate equal to the lesser of (x) the Prime Rate at the beginning of such period plus 4% and (y) the maximum interest that may be charged by the Partnership on such amounts under applicable usury or other law. Any distributions which a Defaulting Partner would otherwise receive during any period in which such Partner is overdue (a "Defaulting Limited Partner shall be applied by the Partnership against such Defaulting Partner")’s required Capital Contributions, Default Interest and Collection Costs in such order as the General Partner may determine. During any period in which a Defaulting Partner shall have failed to make Capital Contributions required of it, the General Partner may give written notice or its Affiliates may, in addition to any of the default actions provided in Sections 3.5(b) and 3.5(c) below, in the General Partner’s sole discretion, lend funds to the Defaulting Partner in an amount up to the sum of such Defaulting Partner’s defaulted Capital Contributions, Default Interest thereon and Collection Costs in respect thereof; such loans (the "herein “Default Notice") to each Limited Partner who has not defaulted in such Capital Contribution (a "Nondefaulting Limited Partner"Loans”), and any Nondefaulting Limited Partner together with interest thereon at the rate described above with respect to Default Interest, shall have the right, within ten (10) days from the expiration of such 10-day period, to fund all or part of the amount of the Delinquent Payment. Each Nondefaulting Limited Partner shall have the right to fund its pro rata share (based on the proportion of its Capital Commitment to the aggregate of all Capital Commitments of all Nondefaulting Limited Partners) of the Delinquent Payment (each, a "Contributing Partner"). If less than all of the Delinquent Payment is funded be repaid by the Contributing Partners on a pro rata basis, then Defaulting Partner to the General Partner may offer out of distributions from the Partnership prior to and select any Person (distributions to such Defaulting Partner pursuant to Section 5.1. If, at any time during which may be a Default Loan remains outstanding, the Partnership receives from the Defaulting Partner all or any portion of such unpaid Capital Contributions, the Partnership shall promptly pay the General Partner or an Affiliate thereof) to contribute the balance such amounts in respect of the Delinquent Payment. Each Contributing Partner or other Person contributing a portion of the Delinquent Payment agrees to assume the obligations of the Defaulting Limited Partner to contribute to the Partnership any remaining portion of the Defaulting Partner's Capital Commitment as and when due pursuant to Section 3.3 hereof. If all of the Delinquent Payment is funded, the Defaulting Limited Partner shall no longer be required to make any contributions to the Partnership on account of its Capital CommitmentDefault Loans.