DEFAULT CAPITAL CONTRIBUTIONS Sample Clauses

DEFAULT CAPITAL CONTRIBUTIONS. (a) If a Partner is obligated to make any Capital Contributions under the terms and conditions of this Agreement and such Partner fails to make such contributions for a period of thirty (30) days following Notice of such default (such defaulting Partner being referred to herein as the "Defaulting Partner"), then the remaining Partners ("Non-Defaulting Partners") shall be entitled to fund all or any portion of such Capital Contribution required of the Defaulting Partner. If the Non-Defaulting Partners make such Capital Contributions ("Default Capital Contributions"), the Partnership Interest of each Partner shall thereupon be recalculated as follows: (1) the Partnership Interest of the Defaulting Partner shall be reduced by a percentage amount (the "Dilution Percentage") calculated by dividing (a) the amount of the Default Capital Contributions made by the Non-Defaulting Partners by (b) the aggregate amount of all Capital Contributions that such Defaulting Partner made or was required to have made as of the date of such default, less all Partnership distributions made to such Partner pursuant to Section 7.9(a)(iv) hereof; and (2) the Partnership Interests of the Non-Defaulting Partners shall be increased by the same Dilution Percentage (allocable between the Non-Defaulting Partners in proportion to the amounts of their respective Default Capital Contributions). The adjusted Partnership Interests shall be expressed as a decimal rounded to the fourth digit. (b) In the event of a transfer of a portion of the Partnership Interest of any Partner, all of the calculations necessary at any time or from time to time under this Section 6.3 shall be made without regard to any such partial transfer. Any dilution pursuant to this Section 6.3 shall be made effective against the aggregate Partnership Interest of the transferor and, if necessary, any transferee. (c) If due to the operation of this Section 6.3 a Defaulting Partner's Partnership Interest is diluted, the Non-Defaulting Partners shall have the right and option for a period of 60 days after such dilution occurs to purchase the Defaulting Partner's interest in the Partnership at a price equal to the total amount of cash Capital Contributions which had been contributed to the Partnership by the Defaulting Partner at the time of such default, less the amount of any distributions of Net Ordinary Cash Flow or proceeds from a Major Capital Event previously made to the Defaulting Partner. (d) In order to elect to purc...
Sample 1
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DEFAULT CAPITAL CONTRIBUTIONS. If any Member fails to timely fund its pro rata share of an additional Capital Contribution to be made in accordance with Section 7.1(a)(ii) or Section 7.1(b) (any such Member, a “Non-Funding Member,” and the amount that such Non-Funding Member failed to contribute, the “Default Amount”), or if additional capital is required to be contributed to the Company due to a failure of the Manager to perform its obligations hereunder (other than a failure by the Manager to make additional Capital Contributions), then the other Member (the “Funding Member”), at its election, and as its sole and exclusive remedy, may either (i) make a Priority Loan to the Company in the principal amount of the Default Amount, (ii) contribute to the Company the Default Amount as an additional Capital Contribution (a “Substitute Contribution”), or (iii) withdraw the Capital Contribution that was made at the time the Default Amount was to be contributed to the Company. Any Priority Loans made in accordance with this Section 7.1(c) shall not be considered a Capital Contribution, shall be repaid prior to the distribution of any Available Cash in accordance with Section 9.1, and shall be subordinate to any Company indebtedness that is secured by the Project. If the Funding Member elects to contribute the Default Amount to the Company, the Funding Member’s Percentage Interest shall be adjusted to equal the percentage equivalent of the quotient determined by dividing: (i) the positive difference, if any, between: (A) the sum of (I) one hundred percent (100%) of the aggregate Capital Contributions (excluding Substitute Contributions then or theretofore made) then or theretofore made by the Funding Member to the Company, plus (II) two hundred percent (200%) of the Substitute Contributions then or theretofore made by the Funding Member to the Company (the excess of 200% of the Funding Member’s Substitute Contributions over the Funding Member’s Substituted Contributions is referred to herein as the “Excess Amounts”); minus (B) the Substitute Contributions then or theretofore made by the Non-Funding Member; by (ii) one hundred percent (100%) of the aggregate Capital Contributions (including, without limitation, Substitute Contributions) then or theretofore made by all of the Members to the Company. (iii) The Percentage Interest of the Non-Funding Member shall be reduced by the percentage necessary to insure that the Percentage Interests add up to 100%. At the same time, the Back-End Percentage In...
Sample 1

Related to DEFAULT CAPITAL CONTRIBUTIONS

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

  • Member Capital Contributions (Check One)

  • 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 Persons seeking to become a Member shall be required to purchase or acquire Shares and make capital contributions in such forms and in such amounts and at such times as the Board may require, if any, in its sole discretion (any, a “Capital Contribution”) whereupon a capital account for a new Member will be established, and, if applicable, accreted, in the amount of such Member’s Capital Contribution or based upon the fair market value of property contributed, and the new Member shall be issued a number of Class A Ordinary Shares as determined by the Board, and the Board shall update Exhibit A attached hereto accordingly. The provisions of this Section 3.1 are solely intended for the benefit of the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement). The Members shall have no duty or obligation to any creditor of the Company to make any contribution to the Company.

  • Initial Capital Contributions The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units as specified in the books and records of the Partnership.

  • Members Capital Contributions a) Single-Member Capital Contributions (Applies ONLY if Single-Member): The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes. b) Multi-Member (Applies ONLY if Multi-Member): The Members have contributed the following capital amounts to the Company as set forth below and are not obligated to make any additional capital contributions:

  • Additional Funds and Capital Contributions 30 SECTION 4.4 NO INTEREST; NO RETURN................................................................... 31 SECTION 4.5 NOTE DEFICIENCY CAPITAL CONTRIBUTION..................................................... 31

  • No Additional Capital Contributions Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

  • Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .

  • Capital Contributions and Capital Accounts (a) The capital contributions of each party shall be all amounts paid by it pursuant to the Agreement. With respect to each oil and gas property and the related assets subject to the Agreement, each party shall be treated as having contributed to the tax partnership an amount of cash equal to such party's share of any Lease acquisition or other property costs and the tax partnership shall be treated as having purchased such property from the party to whom such amounts are paid. (b) An individual capital account shall be maintained for each party in accordance with the following: (i) The capital account of each party shall, except as otherwise provided herein, be (A) credited by the amount of cash and fair market value of any property contributed to the tax partnership (net of any liabilities assumed by the parties hereto or to which such property is subject at the time of contribution) as provided in subparagraph (a) of this paragraph 4, and (B) credited with the amount of any item of taxable income or gain and the amount of any item of income or gain exempt from tax allocated to such party. (ii) The capital account of each party shall be debited by (A) the amount of any item of tax deduction or loss allocated to such party, (B) such party's allocable share of expenditures not deductible in computing taxable income and not properly chargeable as capital expenditures, including any non-deductible book amortizations of capitalized costs, and (C) the amount of cash or the fair market value of any property (net of any liabilities assumed by such party or to which such property is subject at the time of distribution) distributed to such party (after making the adjustment provided in subparagraph (b)(iii) in this paragraph 4). (iii) Immediately prior to any distribution of property that is not pursuant to a liquidation of the tax partnership, the parties' capital accounts shall be adjusted by assuming that the distributed assets were sold for cash at their respective fair market values as of the date of distribution and crediting or debiting each party's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales determined in the same manner as gains or losses provided for under paragraphs 4(b)(iv) and 6 for actual sales of such properties. (iv) The allocation of basis prescribed by Section 613A(c)(7)(D) of the Code and provided for in paragraph 6 hereinbelow and each party's depletion deductions shall not reduce such party's capital account, but such party's capital account shall be decreased by an amount equal to the product of (A) the depletion deductions that would otherwise be allocable to the tax partnership in the absence of Section 613A(c)(7)(D) of the Code (computed without regard to any limitations which theoretically could apply to any party) and (B) such party's percentage share of the adjusted basis of the property with respect to which such depletion is claimed (herein called "Simulated Depletion"). The tax partnership's basis in any oil or gas property, as adjusted from time to time for Simulated Depletion, is herein called "Simulated Basis." No party's capital account shall be decreased, however, by Simulated Depletion deductions attributable to any depletable property to the extent such deductions exceed such party's remaining Simulated Basis in such property. Upon the sale or other disposition of an interest in a depletable property, each party's capital account shall be credited with the gain ("Simulated Gain") or debited with the loss ("Simulated Loss") determined by subtracting from its allocable share of the amount realized on such sale or disposition its Simulated Basis, as adjusted by Simulated Depletion. (v) Any adjustments of basis of property provided for under Sections 734 and 743 of the Code and comparable provisions of state law (resulting from an election under Section 754 of the Code or comparable provisions of state law) shall not affect the capital accounts of the parties, and the parties' capital accounts shall be debited or credited as if no such election had been made unless otherwise required by applicable Treasury Regulations. (vi) Capital accounts shall be adjusted, in a manner consistent with subparagraph (b) of this paragraph 4, to reflect any adjustments in items of income, gain, loss or deduction that result from amended returns filed by the tax partnership or pursuant to an agreement with the Internal Revenue Service or a final court decision. (vii) In the case of property contributed to the tax partnership by a party, the parties' capital accounts shall be debited or credited for items of depreciation, Simulated Depletion, amortization and gain or loss with respect to such property computed in the same manner as such items would be computed if the adjusted tax basis of such property were equal to its fair market value on the date of its contribution to the tax partnership, in lieu of the capital account adjustments provided above for such items, all in accordance with Section 704(c) of the Code and Treasury Regulation 1.704-1(b)(2)(iv)(g).

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