Default in Making Contributions. (a) If a Participant defaults in making a contribution or cash call required by an approved Program and Budget, the non-defaulting Participant may advance the defaulted contribution on behalf of the defaulting Participant and treat the same, together with any accrued interest, as a demand loan bearing interest from the date of the advance at the rate provided in Section 10.3. The failure to repay said loan upon demand shall be a default. Each Participant hereby grants to the other a lien upon its interest in the Properties and a security interest in its rights under this Agreement and in its participating Interest in other Assets, and the proceeds therefrom, to secure any loan made hereunder, including interest thereon, reasonable attorneys fees and all other reasonable costs and expenses incurred in recovering the loan with interest and in enforcing such lien or security interest, or both. A non-defaulting Participant may elect the applicable remedy under this Section 6.4(a) or under 6.4(b), or, to the extent a Participant has a lien or security interest under applicable law, it shall be entitled to its rights and remedies at law and in equity. All such remedies shall be cumulative. The election of one or more remedies shall not waive the election of any other remedies. Each Participant hereby irrevocably appoints the other its attorney-in-fact to execute, file and record all instruments necessary to perfect or effectuate the provisions hereof.
(b) The Participants acknowledge that if a Participant defaults in making a contribution, or a cash call, or in repaying a loan, as required hereunder, it will be difficult to measure the damages resulting from such default. In the event of such default, as reasonable liquidated damages, the non-defaulting Participant may, with respect to any such default not cured within 30 days after notice to the defaulting Participant of such default, elect one of the following remedies by giving notice to the defaulting Participant:
(1) For a default relating exclusively to a Program and Budget, the non-defaulting Participant may elect to have the defaulting Participant’s Participating Interest permanently reduced as provided in Section 6.3, then to the extent the other Participant makes up the defaulting Participant’s shortfall, the funding Participant’s account shall be credited with three times the amount covered, and twice the amount of covered default shall be deducted from the defaulting Participant’s account. In other w...
Default in Making Contributions. 6.3.1 If a Participant elects to contribute to an approved Program and Budget and then defaults in making a contribution or cash call under an approved Program and Budget the non-defaulting Participant may, but is not obligated to, advance the defaulted contribution on behalf of the defaulting Participant and treat the same, together with any accrued interest, as a demand loan bearing interest from the date of the advance at the rate provided in Section 9.10. The failure to repay said loan within ten (10) days following demand shall be a default.
6.3.2 The Participants acknowledge that if a Participant defaults in making a contribution to an approved Program and Budget or a cash call under Section 9.9, or in repaying a loan under Subsection 6.3.1, as required hereunder, it will be difficult to measure the damages resulting from such default and the damage to the non-defaulting Participant could be significant. In the event of such default, as reasonable liquidated damages, the non-defaulting Participant may, with respect to any such default not cured within thirty (30) days after Notice to the defaulting Participant of such default, declare the defaulting Participant in default, in which case the defaulting Participant’s Participating Interest shall be reduced by two times the amount that would otherwise be calculated pursuant to Section 6.2.
6.3.3 If UMS defaults in payment of its Initial Contribution for mill expansion under Subsection 5.2 as required hereunder, then NJMC may, with respect to any default not cured within thirty (30) day after Notice to UMS of such default, declare UMS to be in default, in which case UMS’s Participating Interest shall be reduced by the amount calculated under Section 6.2 after reducing UMS’s Initial Contribution by the total amount owing as of the date that UMS is declared to be in default.
Default in Making Contributions. If a Party fails to make an agreed contribution or to fund a Cash Call required by an approved Program and Budget, then such Party shall be in default hereunder. If such default is not cured within 30 days after notice to the defaulting Party of such default, then each Party’s Participating Interest shall thereafter be adjusted according to Section 6.2.
Default in Making Contributions. If a Participant defaults in making a contribution or cash call required by an approved Program and Budget, the non-defaulting Participant may advance the defaulted contribution on behalf of the defaulting Participant and treat the same, together with any accrued interest, as a demand loan bearing interest from the date of the advance at the Prime Rate plus two percent (2%) compounded quarterly. The failure to repay said loan upon demand shall be a default. Each Participant hereby grants to the other a lien upon its interest in the Venture and the Properties and a security interest in its rights under this Agreement and in its Participating Interest in other Assets, and the proceeds therefrom, to secure any loan made hereunder, including interest thereon, reasonable attorneys' fees and all other reasonable costs and expenses incurred in recovering the loan with interest and in enforcing such lien or security interest, or both. A non-defaulting Participant may elect the applicable remedy under this Section 6.6, or, to the extent a Participant has a lien or security interest under applicable law, it shall be entitled to its rights and remedies at law and in equity. All such remedies shall be cumulative. The election of one or more remedies shall not waive the election of any other remedies. Each Participant hereby irrevocably appoints the other its attorney-in-fact to execute, file and record all instruments necessary to perfect or effectuate the provisions hereof.
Default in Making Contributions. In the event a Participant defaults in making a contribution or cash call required by operations, the non-defaulting Participant(s) may advance the defaulted contribution on behalf of the defaulting Participant. Any Participant(s) who advances a defaulted contribution on behalf of a defaulting Participant shall be reimbursed by the defaulting Participant in an amount equal to two (2) times the amount advanced, said reimbursement to be paid from any cash standing to the credit of the defaulting Participant in the Joint Account pursuant to Section 5.6 (ii).
Default in Making Contributions. 6.3.1 If the Limited Partner elects to contribute to an approved Expansion of Existing Operations, or acquisition of Third Party Rights and then defaults in making a contribution, or to the extent that any amounts advanced by Surgold pursuant to Section 10.7 are not repaid out of Allocations to the Limited Partner within thirty (30) days, or otherwise repaid by the Limited Partner, within thirty (30) days after the date on which they are advanced, Surgold may, but is not obligated to, advance the defaulted contribution on behalf of the Limited Partner and treat the same, together with any accrued interest, as a demand loan bearing interest from the date of the advance at the rate and on the terms provided in Section 6.2.2.
6.3.2 The Partners acknowledge that if the Limited Partner defaults in repaying a loan under Subsection 6.3.1, it will be difficult to measure the damages resulting from such default and the damage to Surgold could be significant. In the event of such default, as reasonable liquidated damages, Surgold may, with respect to any such default not cured within thirty (30) days after Notice to the Limited Partner of such default, declare the Limited Partner in default, in which case the Limited Partner’s Participating Interest shall be shall be reduced by two times the amount that would otherwise be calculated pursuant to Section 6.2 in the case of an election under clause (i) of that Section, hereinafter called, Penalty Dilution. If Surgold elects Penalty Dilution, the Limited Partner shall not thereafter be obligated to pay the monies due plus interest in accordance with Section 6.3.1.
Default in Making Contributions. If a Participant defaults in making a contribution or cash call required by an approved Program and Budget, the non-defaulting Participant may advance the defaulted contribution on behalf of the defaulting Participant and treat the same, together with any accrued interest, as a demand loan bearing interest from the date of the advance at the Prime Rate plus two percent (2%) compounded quarterly. The failure to repay said loan upon demand shall be a default. Each Participant hereby grants to the other a lien upon its interest in the Properties and a security interest in its rights under this Agreement and in its Participating Interest in other Assets, and the proceeds therefrom, to secure any loan made hereunder, including interest thereon, reasonable attorneys' fees and all other reasonable costs and expenses incurred in recovering the loan with interest and in enforcing such lien or security interest, or both.
Default in Making Contributions. In the event that a Shareholder agrees to make contributions to an Approved Program and Budget but fails to make timely any such contribution (such Shareholder being referred to herein as a "Defaulting Shareholder" and such failed contribution being referred to herein as a "Defaulted Contribution"), the ownership interests of the Shareholders shall be reduced as of the date of the Defaulted Contribution in the manner described in Section 2.13 as if the Defaulting Shareholder had originally elected not to contribute the Defaulted Contribution to the Approved Program and Budget in question, provided, however, that for this purpose the reference in Section 2.13(b)(3) to 150% shall be changed to 200%. In addition, the Non-Defaulting Shareholders shall have the right but not the obligation to contribute the amount of such Defaulted Contribution, which shall be considered for purposes of the foregoing calculation an amount that they agree to contribute to the Approved Program and Budget. If two Non-Defaulting Shareholders wish to make such contribution, they shall have the right to share in such contribution pro rata to their ownership interests. For example, assume the first capital call is for $100,000 and Arngre elects to contribute the full amount of the capital call ($60,000) but only contributes $30,000, and Zacualpan and ICR each agree to contribute their full share of $20,000 plus make up Arngre's $30,000 deficiency equally ($15,000 each). The ownership interest of Arngre would be computed as follows: ($465,000 + $30,000)/($775,000 + $30,000 + [2 X $70,000]) X 100 = 52.4%. The non-Defaulting Shareholders' respective ownership interests in ICRM shall, at such time, be recalculated by subtracting the total ownership interests of the Defaulting Shareholders, as computed above, from 100 and dividing the result among the Non-Defaulting Shareholders in proportion to their ownership interests immediately prior to the default. Notwithstanding the foregoing but subject to Section 2.14 hereof, a Defaulting Shareholder shall be entitled to receive details of and contribute to future Programs and Budgets to the extent of its then ownership interest. Within fifteen (15) days of a default by a Shareholder under this Section, ICRM shall hold a General Extraordinary Shareholders' Meeting as contemplated in Section 2.12.11 to increase ICRM's capital stock in its variable portion and to effectuate the dilution of the Defaulting Shareholder's interest in ICRM by issuing th...
Default in Making Contributions. (1) If a Shareholder defaults in making a contribution required by an approved Program and Budget in respect of which as provided in section 10.2 it has elected, or is deemed to have elected, to contribute, the non-defaulting Shareholder may, in addition to all other rights and remedies available to it, advance the defaulted contribution on behalf of the defaulting Shareholder and treat the same, together with any accrued interest, as a demand loan to the defaulting Shareholder, bearing interest from the date of the advance at the rate provided in section 11.4. The failure to repay the loan upon demand will be a default. A non-defaulting Shareholder may elect any applicable remedy under section 8.5(2) or any other rights and remedies available to such Shareholder at law or in equity. All such remedies will be cumulative and, except as otherwise provided in this Agreement, the election of one or more remedies will not waive the election of any other remedies.
(2) If a Shareholder defaults in making a contribution as required under this Agreement, then the non-defaulting Shareholder may, on not less than thirty (30) days prior notice to the defaulting Shareholder of its intention to exercise its rights under this section 8.5(2), elect, as its sole and exclusive remedy, with respect to any such default not cured within such thirty (30) day notice period, to have the defaulting Shareholder’s Percentage Interest permanently reduced by a percentage equal to the percentage that is calculated as provided in section 8.4, multiplied by one and a half (1.5). For the avoidance of doubt, in calculating the reduction in the Percentage Interest of a defaulting Shareholder pursuant to this section 8.5(2), if the percentage reduction of the defaulting Shareholder’s Percentage Interest under section 8.4 is five percentage points (5.0%), then, upon election of the non-defaulting Shareholder to exercise its rights under this section 8.5(2), the Percentage Interest of the defaulting Shareholder will be permanently reduced by seven and a half percentage points (7.5%). Amounts treated as a loan pursuant to section 8.5(1) and interest thereon will be included in the calculation of the defaulting Shareholder’s reduced Percentage Interest. The non-defaulting Shareholder’s Percentage Interest will, at such time, become the difference between one hundred percent (100%) and the further reduced Percentage Interest. Such reductions will be effective as of the date of the default.
Default in Making Contributions. If a Party fails to advance its proportionate share of any Cash Call (based on its Participating Interest) as provided in Section 10.5, then the non-defaulting Party may (i) advance the necessary contribution on behalf of the defaulting Party and treat the same, together with any accrued interest thereon, as a demand loan bearing interest from the date of the advance at a rate per annum equal to the Prime Rate plus 350 basis points or (ii) cause the Manager to immediately recalculate and adjust each Party’s Participating Interest according to Section 6.2. The failure to repay said loan within 30 days after receipt of written notice requesting repayment shall be a default hereunder. If such default is not cured within 10 days after notice thereof to the defaulting Party, then to the extent the other Party made up the defaulting Party’s shortfall, each Party’s Participating Interest shall be adjusted immediately according to Section
